The Bearer
by Gohan Rose
Summary: Trapped in the Null Void for an entire decade changed him. He debated endlessly if the change was for the better. However, it didn't really matter because, at the end of the day, there was no good and evil, there was only power…and those too weak to seek it. And he had the power and he was going to use it to protect others in his own way. Harem.
1. Chapter 1

**Hello everyone and welcome to the new fic: The Bearer. The feature character in this is Ben Tennyson with a bit of OOC-ness and why that is will be explained this below, so please read it before you begin complaining or questioning. It would be majorly appreciated. **

**Okay, let's talk about how strong Ben is going to be when he leaves the Null Void. Physically, his human form will be in peak human condition and due to due to the fact that he was in alien form constantly, some of the strength and abilities that he got from being in alien form accumulated into his human form. So, he got some of the Galvan's intelligence and some of the Pyronite's fire and heat immunity for example. **

**In the while in the Null Void, he was either fighting to survive or he finding shelter or food. So, with master control fully unlocked, Ben could stay as an alien for as long as he wished, and so he did. As he got older and more powerful, more experienced, he started finding secret abilities within his aliens. Truthfully, he could now see what Tetrax meant about him not even scratching the surface of the abilities with his aliens. While Ben came leaps and bounds with his improvement and strength, that also meant Vilgax had as well. The two clashed every two or so months. It would always either tie in a draw or the fight would due to interference. Though, when It wasn't a tie, Ben had come on top most of the times. **

**Also, in this Universe, Ben's aliens has another form, named their 'Mastered Form', which is the form that Ben's aliens evolve into once he masters all of abilities to said alien form. They change the appearance of the alien, while they also increase the form's natural power ten-fold**

**With the amount of aliens that were imprisoned in the Null Void, Ben was bound to get more samples while in the Null Void to add on to his roster. Nuff said. **

**Also, I will be using event from the comics, tv shows and the cartoons, as I am not going to be following one set continuity like New 52 or the DCAU for example. The same could be said about characters. **

**ZZZ**

"It's over, Tennysons." The being known as Vilgax spoke in a malevolent tone, sending a chill down the spine of both Ben and Gwen. Ben's faced morphed into an emotionless slate, making Vilgax actually raise an eyebrow in surprise.

"Tell me, Vilgax, how much do you actually know about the Omnitrix?" Ben asked him, a completely relaxed facial expression adoring his face.

"More then you could possibly imagine…" Vilgax was going to continue but was interrupted by a chucklefrom Ben. He growled angerly at the green-eyed boy.

"What's so funny, Tennyson?!" Vilgax asked with a furious tone. Ben just chuckled even harder before his chuckles turned into to full blown laughter.

"If you know so much about then you must know that even if you cut off my arm and dismantle the Omnitrix and then slap it on your wrist, it still wouldn't work. The watch is bonded by my DNA! Something that you were always too foolish to know, eh Squidface?" Ben asked mockingly, causing the space emperor to roar in anger and snatched Gwen out of the air or he thought he did.

"Thank you for letting your guard down, Squidface." A raspy voice said from behind him. Vilgax angerly turned around and found nothing, just a kicked-up dust cloud.

"**TENNYSON!" **He roared in absolute fury as he looked around in a furious manner.

"Good going, Vilgeek. You screwed things up again!" The mutant Kevin Levin shouted at him angerly.

"Shut up, Osmosian." Vilgax told him in bone chilling calm voice that promised the next person he saw unprecedented anger.

"Fine! How do you propose we find him?" Levin asked with an irritated expression his face. Vilgax just smirked at him.

"How else, we trace his Omnitrix with the device we were using earlier. Also, use your Vulpimancer senses. That should make things easier." He ordered.

"I'm guessing that's the mutt form that that Benji transforms into?" Levin guessed, causing Vilgax nod in confirmation. They both whistled and called over two strange bat-like creatures, they were actually named Null Guardians, once they got there, both of them hopped onto their respective creature and commanded them fly forwards.

**ZZZ**

Ben as XLR8 sped through Noll Void and settled down on, what looked like rock and jellybean combined. Just as he placed Gwen down, the Omnitrix symbol glowed green briefly before he transformed back into his human form.

"Look Gwen, we need to get out of here." Ben told her in a serious tone.

"How?" She questioned confusedly, the portal had already closed… or had it.

"Look next to you." He told her. She did as she was told and saw the Null Void projector was still working.

"It's going to close in… I say a few minutes." Gwen informed him, Ben nodded in appreciation, just then, screeching came towards their ears. Ben growled in annoyance and Gwen shivered lightly in fear.

Ben turned around faced his back towards Gwen. "Gwen, worst comes worst, you have to get out of here." Ben told her in a serious tone. Gwen looked shocked before smacked him on the back of the head. Ben didn't comment.

"I'm not leaving you; I don't care if we bo-," Her speech was interrupted when Ben turned towards her with tears streaming down his face.

"Gwen, we-you don't have much time." Ben told her as grabbed her and pulled her in the biggest hug that she had ever received.

"I'll miss you." Ben told her with a sad smile, Gwen looked shocked as she looked ready retort.

'_XLR8!' _Ben mentally commanded as the area was blinded by a bright green flash. XLR8 then scooped up Gwen in his arms and zipped forwards down the land and jumped towards another rock formation, he landed swiftly and sped off once more, creating blue and black after imagines. Just as they neared close to Null Void projector Ben mentally commanded once more.

'_Four Arms!' _Ben hurriedly shouted in mind. The portal looked ready to close, it would probably only stay open for a few more moments, maybe even less.

'_I'm sorry I had to this Gwen. I hope you can live on and have a happy life.' _Ben thought before he did a summer sault and then threw Gwen with two of his four red arms, right into the portal right as it closed. But he still heard that scream, it was filled with fear and panic, but also desperation.

"NO! BEN!" Gwen screamed as she got sucked through the portal.

'_Stinkfly!" _Ben thought as he transformed in a flying bug-like alien and he flew over to another rock range and transformed back in his human form. He stared at where the Null Void portal had been for a few more moments with a sad and longing look before he snapped his head towards two new arrivals.

It was Vilgax and Kevin. Ben face turned from sad, to anger and finally to hatred.

"You finally stopped running, eh Tennyson." Vilgax stated, not the least bit bothered that the Noll Void portal had closed before he could leave. Kevin had a deep frown, but his eyes held an undetermined amount of bloodlust.

"I would rather make a sacrifice to keep you here. At least in here, you would be stopped." Ben told him with a still furious face.

"So, shall we start the battle that will rock this dimension to the very core?" Vilgax asked rather patiently. He knew he wasn't getting out of this dimension for quite some time, so he had time to waste before he killed his archnemesis.

Ben smirked and mentally commanded himself to transform into Four Arms. He cracked his now fresh knuckles and neck joints as he smirked. "You're going down… Squidface, Levin." Four Arms stated as he charged forward. Vilgax smirked as well charged forward. The two power houses clash together in stalemate with fist clashed against fist.

For once, Ben wasn't afraid of Vilgax, but then again, his overflowing and barley contained rage could have been numbing that fear at the moment.

**ZZZ**

The Null Void.

The most secure prison in the entire Universe.

But to Ben, it was hell. Everywhere he went, he was he fighting for his life. There were people who enjoyed killing others weaker than them, just to serve their own sick amusement. People like Vilgax, Kevin Levin and a Galvan that went by the name of, Albedo. Ones brilliance that rivaled First Thinker Azmuth; the creator of the Omnitrix.

Ten years. Ten, long, hellish years it's been since he'd last seen Earth. Since he'd last seen his parents and his cousin Gwen. He missed it all so much. Yet at the same time, he'd forgotten what I felt like to have a civilized conversation with someone. It made his heart burn every time he thought of Vilgax. Oh, how he ruined his life, tore him away from his own world.

The Omnitrix was one of the only things keeping him alive. Without it, he would have been dead a million times over. He'd been lucky enough to get Gwen out. He knew that she wouldn't last in a place like the Null Void. It didn't matter that she was a magical prodigy. He still remembered that faithful day. It was still so… vivid.

Ben remembered activating the Maser Control of the Omnitrix for the first time. He felt truly happy, not those fake smiles that he'd give Gwen on most occasions and even his Grandfather Max. They didn't understand him. When he went alien, he truly felt like he was somebody… somebody important, that's why he stayed alien for as long as he wanted too when he first unlocked the Master Control. Not because he thought it was cool, like they originally thought.

He then fought Kevin and Vilgax and he won spectacularly. But they knew that they couldn't win against Ben at that time. So, they used Gwen as a hostage. But Ben already saw through it. For once, he had a plan if that happened. Instead of surrendering like they though he was going to do, he transformed into Cannonbolt mid jump and caught Gwen out of Vilgax's grip. After that he went XLR8 and ran towards the portal. By the time that they got there, it was too late, the portal was only big enough to get one person through… thus Ben made the ultimate sacrifice.

He sacrificed his own freedom for Gwen's own. And he never regretted it. Not now, not ever.

Throughout, his adventures in Null Void, he'd met a lot of interesting aliens. Most of them were very powerful, some even more powerful then Vilgax; more powerful then he could possibly imagine.

Ben was forced to grow up in that place. One thing that he learned about the Null Void, was that there were no rules. You just had to survive. Ben did what he always hated doing before he got into the Null Void; he trained. He trained his absolute hardest. He studied about his alien forms, their strengths, weaknesses and their hidden abilities. He did his best to survive. And he did so spectacularly.

Every alien form had secret abilities. Ben still remembered what Tetrax said in the Mineshaft. Telling him that he hadn't even scratched the surface of potential in any of his alien forms, he realized just how right Tetrax actually was. Once he started training and once he started progressing, he kept thinking about how right Tetrax was.

Albedo. He was a very powerful villain. He even built his own Omnitrix, much to the shock of Ben. After that, they fought, and Ben won, pretty easily. But as their fights progressed, Albedo kept getting stronger. He still remembered the first loss to Albedo, which was nearly eight years ago. It was Ben's first time going against the Ultimate Omnitrix or what Albedo called it… the Ultimatrix. It allowed him to hyper evolve any alien he used. After that, their fights have always been tooth and nail. But, Ben found a way take Albedo permanently out of the picture without killing him.

It was a plan to take Ultimatrix core. He knew without the core to Omnitrix then it was useless. It took a few tries, but Ben succeed. He thought about using the Ultimatrix core for himself. He knew it was dirty and scummy move. He absolutely hated the idea of stealing power… but he could destroy it. So, against better judgment, he decided to use it and not look a gift horse in the mouth.

So, he used three aliens that made the project possible. He used Grey Matter, Upgrade and an alien that he named Jury Rigg. The best builder Ben had ever had. Jury Rigg could probably dismantle the entire Omnitrix and rebuild back perfectly fine along with Grey Matters help. That alone was an incredible feat.

It was a gamble, but Ben succeed. After three weeks of planning, researching and good ol' trial and error, he did it. He took apart the most important pieces of Ultimatrix core and amplified them with other tech. After Ben had done that, he basically merged the Omnitrix core with Ultimatrix core with Upgrade and Jury Rigg's help and it actually worked. That wasn't even the beginning of what was to come. The upgrades Ben had installed, was a very high powered, self-replenishing battery that was added to the original battery as well. So now, he could use at least twice the amount of power opposed to what he could use before. He also added a Universal Language Scanner and Translator, which he received by trading with someone high up in the Null Void food chain. He paid a pretty penny for it, but it was worth it.

That all happened during Ben's seventh year in the Noll Void.

Deep within a cave was a young man with an angular face who appeared to be in their late teens, he had spiky brown hair, bright green eyes. He had muscular frame and broad shoulders. He wore a shiny grey suit that had a retractable black helmet, which housed a green triangle on the front. Under the helmet, the suit went all the way up to the bottom of his neck. The triangle was also on the center of his utility belt, and there were markings resembling it on either shoulder pad. Though, the sleeves for his suit went down to his mid-forearm. Revealing the Omnitrix on his left wrist.

The Omnitrix also looked different as well, underneath the Omnitrix was, what looked to be midnight black metal that covered a portion of his hand and arm. The Omnitrix rested on top of it, but it didn't change, it just got larger and wider.

"Omnitrix, I want you to scan this for any residue DNA." Ben said in deep, yet smooth voice as he held, what looked like a shrapnel of metal. He held up his left arm and the Omnitrix glowed a dim yellow before a narrow yellow laser scanned the entire piece.

"DNA scan, complete." A robotic voice Informed it's user.

"Does it match with Vilgax's DNA?" Ben questioned seriously.

"Negative. This DNA does not match Vilgax or any other Chimera Sui Generis." It informed in monotone.

Ben slammed his fist down on the table roughly and nearly broke it in half out of rage. _'Damnit all! That was the last lead to Vilgax. With his whole disappearance there are only two probabilities. One; he's hiding or… Two; he escaped. For the love of the Universe… I hope it's not the last one.' _Ben thought with his anger quickly diminishing and being replaced with worry.

'_Maybe he did escape. If that true, then I need to escape as well. I can't let Vilgax out of my sights for too long. Every time it happens, it always comes and bites me in the ass.' _Ben thought with a new resolve.

The Omnitrix glowed briefly glowed green before he was enveloped by a green flash. In Ben's place was a grey-skinned, frog-like, bipedal alien that was only eight inches tall with large green eyes, which had rectangular pupils and horizontal eyelids. He wore a white jumpsuit with a thin vertical black stripe going down it. He also had the Omnitrix symbol on his chest.

"**Grey Matter**!" He shouted as he hopped onto his desk and began writing notes on what he deemed necessary to record. _'If I'm going escaping the Noll Void then I need a Noll Void Projector. Though, even with my superior intellect, it will be most…challenging.' _Grey Matter thought as he started going through various mechanical parts that he had lying around. The Galvan jumped down from the desk and he started looking for a usable coupling and a type of wire. He then slowly brought it up to the table, sometimes dropping a few things before dumped it all on his desk.

'_I think it's time for a certain somebody to come out and play.' _Grey Matter thought with a small smile as his Omnitrix symbol glowed green before another flash of green light appeared and Grey Matter transformed into…

"**Jury Rigg**!" He shouted. Jury Rigg was an alien that wears an aviator's outfit which comes with an ascot. His skin tone was that of a crimson-red and looked slightly smooth. His eyes had black pupils, his ears were spiked, and his nose was a few inches long. He also had a spike on his chin and one near each of his eyes. The Omnitrix symbol rested now on his waist.

"NOW! Assemble! FIX FIX FIX FIX FIX FIX FIX!" He shouted in a crazed manner as ran at sonic speed and he kicked up a dust cloud. After a few minutes, the dust cloud settled and Jury Rigg was in the center of the desk holding a silver handle that looked like it belonged to a hand gun, only slightly larger.

Jury Rigg looked tiredly at the handle he had just built before he transformed back into his human self.

"Okay, maybe this going to be, at little tougher than I thought I would be." Ben muttered as sat on his chair and started working on something separate.

**ZZZ**

**A Few Days Later**

It took a lot of time and effort even using some of Ben's best builders, upgraders and smarter aliens, it still took a total of over thirty hours to finish the device. If it wasn't for the fact that he had already started on making a Null Void Projector a few years back, then making it would have been damn near impossible. Even with the Galvan's intellect, the Null Void Projector was a level 18 piece of alien technology, as he was no Azmuth. Who he had recently found out who actually made the Omnitrix. Ben got a good shock when he found out he was a part of Grey Matters race, though his location was currently unknown.

The Null Void Projector was a large machine similar in appearance to the handgun and had a glass like appearance for the 'barrel'. The glass itself was blood red in color as well.

"Let's get the hell outta here." Ben muttered with excitement creeping in his voice as he grabbed the Null Void Projector with a shaking hand and pointed it directly at a large, solid wall. He instantly pulled the trigger and out came was a narrow, orange beam that struck the wall, but It wasn't damaged, no small portal was green portal was made. Ben held the trigger down even longer and as time went by, after a few moments the portal was at full size. The portal was round and bright green in color. The size of the portal was the size of a small car, give or take a few inches.

"Well… it looks like I'm finally going to be leaving this hellish place… Meh, I'll miss it… Oh the hell am I kidding. I'd rather watch this place burn before I step back in this dimension." Ben commented with a bitter chuckle towards the end.

Just before he walked into the portal, he quickly activated his suit and his visor-like mask sealed his whole face.

With that done, he walked straight into the portal with a full-blown smirk that was concealed by his suit.

And with that, Ben Tennyson had escaped the most dangerous intergalactic prison in all the Universe. Ben saw a flash of green light, and then saw nothing. Everything went back.

**ZZZ**

**Jump City **

The next thing Ben saw was a building… and he was heading right for it… face first. He landed with a loud crash as he rocketed straight through the roof, causing a large dust cloud to be kicked up. Though his sudden appearance was noticed by normal bystanders and what looked like… green lizards with wings and weapons.

Ben slowly got up and lightly dusted his coat off turned towards where he had first appeared.

"Okay… at least I didn't land in the ocean. That would have been a pain in the ass." Ben commented to himself before he popped his neck and shoulders. "Work through the pain." He muttered in agitation.

"You! Stop right there and identify yourself… or prepare to be terminated." Spoke what looked like leader of the group as he stepped up to the front, casually walking through the wreckage.

Ben felt a sadistic, battle hungry smile form on his face after he heard that threat. Now, he didn't have to give an excuse to beat every living shit of them.

"You know." Ben started off in an ominous tone, causing them all to ready their weapons. "You all must the biggest set of balls to threaten me… either that, or you all stupid. To be completely honest, I'm willing to bet on the last one." Ben snarked with a cocky grin that was concealed.

They all growled and charged with their own various battle cries; some even flew up into the air planned to provide covering fire. Ben just chuckled in amusement as they charged him.

Ben just dodged swiftly to the side and elbowed an alien in his kidney, causing him drape over in pain. Ben saw a couple of laser-like lightning bolts coming straight at him, he just mentally shook his head in amusement. Ben grabbed two fits that were coming from the side and pulled them forward with surprising strength and grabbed them by their forearms threw them straight forward into their own comrades attack. Both of them screamed in pain as they were violently electrocuted. The attack ended, and their two burned and scorched bodies fell to the ground in smoking and groaning heap.

Their comrades looked at their fallen bodies in shock before they snapped their heads in anger and charged once again.

"Hmmm, so your intelligent enough to know that to fight against your own comrades during a life and death battle would idiotic. You people aren't so stupid after all. Then again… I can't speak for all of you." Ben mockingly praised in a fake surprised voice, while unfazed at them charging straight at him.

Just as they all got close, Ben whipped out, what looked like a police baton, but the Plumber symbol gave it away. He dodged all the incoming attacks with swift and small movement as he countered their attacks each time they attacked.

Just as there was only a few left, Ben pulled out, what looked to be a medium sized rifle, but it had a large whole for the barrel. It looked like you could fit a baseball in it as well.

The remaining flying lizards weren't so confident anymore, but when they what weapon Ben pulled out they regained their arrogant smirks once more and began snickering together. Ben just shook his head as he fired his weapon and shot out what looked like smoke grenades.

The grenade itself had several green spherical spots on it. They simultaneously were pushed down to their knees, and thick grey smoke coarsened out, causing them to, after a few moments of coughing they fell down, unconscious.

Ben walked over their unconscious bodies casually walked out of the destroyed building as he pocketed his two weapons on his utility belt.

He walked out on the street and stared straight and was immediately surprised when he saw a warship a few hundred feet in the sky.

"Okay this is Earth. I'm sure of it. Just a more… futuristic version." Ben observed. Just as he was about to leave, he saw a bunch of people that looked to be around his age fighting the same race of aliens that he had just fought a few moments ago.

He figured that he'd help, maybe get some information out it as well, which was always a bonus.

Ben reached into his utility belt and he pulled out what looked like a metallic black, oval shaped piece of titanium.

"Well, first day back on Earth and It looks like I'm saving it already." Ben commented idly in amusement. He pulled on the black piece of metal and shockingly enough to the already shocked bystanders, an all blue technological surf board materialized **(3)**.

He then dropped it, but it didn't hit the ground the many were expecting it to do. No, it stopped a few inches on the ground and Ben hopped on it and instantly flew off at high speeds towards the fighting teenagers.

When Ben had gotten there, he saw an alien pinning a girl with orange skin and green eyes straight on the broken ground. He calmly flew behind the alien and shot him the back with a metallic pistol shaped weapon, which singed his back angrily.

The alien turned around angerly at his offender.

"I don't think the girl like you pinning her down in the _middle _of the street. To be quite honest, judging by the look on her face, I'd say she doesn't like you period…" Ben stated causally, causing the alien to growl in primal anger. "Though, it's probably cause you smell like rotten ass." Ben commented off handedly. The was the apparently straw from the blue-skinned alien before he roared and charged at Ben.

He sighed in disappointment before he dodged a jackhammer strike before he grabbed the alien by its neck and hefted him up with a show of impressive strength. The last thing the alien saw was Ben's head before he was headbutted and sent into blissful unconsciousness.

"Such arrogance. Though, I suppose that's what I should expect from a Gordanian." Ben muttered in disgust.

Ben mentally commanded his hoverboard float downwards. Once he was proper height, he offered his armored hand to the downed beauty.

"Hello, I would introduce myself… but it would seem that there are more… precedented matters to attend to." Ben told her in a polite tone, causing her to nod lightly in slight understanding.

She grasped Ben's hand in a firm grip which he lightly pulled her up and some rubble from her clothes.

The orange skinned beauty was nothing short of that. She had a voluptuous figure, G-cup breasts, which were straining on her outfit. She had a smooth, toned stomach, which was shown off clearly. Her hips were decently wide, and she had nice round and firm butt.

She wore a tight purple, sleeveless shirt that was cropped only a few inches below her breasts, leaving her toned stomach on display. It had a green gem stationed a little above the valley of her breasts. She also wore a pair of purple bottoms that only half covered her plump butt.

Ben had to admit, he wasn't a pervert… but he was teenager with minimal human contact and seeing a gorgeous hot-blooded female had him shamelessly staring.

"My name is Koriand'r… or in your language, Starfire." She introduced herself, with a light bow. Ben lightly jerked out of his staring before he started to introduce himself as well.

"My name is Ben. Nice to meet you, Starfire or Koriand'r, whatever you prefer." Ben introduced himself in a semi warm tone. "Now that pleasantries are done, what in bloody hell is going on here?" He asked confusedly.

"I think we can answer that." A voice spoke from behind. Ben turned around and saw the four other teenagers walking towards him, all them looked to be around the same age as him, except maybe a little younger.

"It turns out they want her as… a prize. And she escaped, and which there trying to kill us all for it." The tall cyborg looking man told him.

"Really, well I have to say, if you fighting to keep her safe and away from them, then you're doing the right thing." Ben told them, which they all nodded simultaneously. "Okay, well I'll help. I have nothing better to do, maybe besides sleeping. But I don't really like winged lizards flying everywhere and destroying everything." Ben lazily drawled with half-idled eyes, causing everyone beside Starfire to sweatdrop.

"Yea, I say we can use all the help we ca-," The green skinned teenager started but was interrupted.

"Hold that thought for… a few seconds." Ben said as another alien charged straight Ben's 'blind spot'.

He waited for it to get in close, before Ben elbowed him straight between the eyes and he grabbed the golden staff before he twisted It like a pretzel and tied it around the aliens throat, but not enough for it to suffocate, just enough to cause mild to extreme discomfort.

He then grabbed it's face roughly before threw the alien straight into the glass window, causing it shatter in million pieces.

"Typical Gordanian coward attack someone in their 'supposed' blind spot." Ben huffed in disgust.

Starfire nodded in agreement with that, as she knew how Gordanian's were and everyone else looked confused.

"What do you mean." Another girl questioned. She was another beauty.

She had neck length dark purple hair, dark purple eyes and a red gem stationed in the middle of her forehead.

She also had a voluptuous figure as well. She had Large, round E-cup breasts that were straining against her outfit. Her waist, however, was much tighter and her hips were wider, supporting a much more supple and firm ass.

She wore a skin tight, midnight blue one-piece outfit which cropped a quarter behind her shapely behind. On her waist was what looked like some sort of golden stringed belt that had numerous red gems attaches. Over all that, she hid her figure decently well with a lighter blue hooded cloak that over showed her amazing face.

"Oh, it's that where I had recently came from, I saw a good amount Gordanians and they act almost Identical to each other. Selfish, arrogant, prideful and really fuckin' ugly." He finished with a slight humorous tone, causing a few giggles and chuckles escape some mouths.

"But, now that we've acted, Trogaar will strike!" Starfire warned.

Just as Robin was about to respond, a large hologram came to life from in the ocean.

"**Fools! You Earth scum were warned! Your insolence will be punished… And your city shall be DESTROYED!" **Trogaar shouted out the part out before his hologram vanished in large blue lightning bolt.

"Well…" Cyborg led off with a depressed tone.

"Shit." Robin muttered.

Just than entire argument broke out and Raven and Ben just watched in slight irritation.

It looked like she had enough, "Quiet!" She shouted, causing everyone to stop in their tracks and they stared at her with wide eyes.

Raven awkwardly waved her hand and muttered 'hi'. She apparently didn't like attention being brought onto her; Ben observed silently.

Robin stepped forward with a determined look on his masked face, "Look, it doesn't matter how we got into… this mess. Were in it and were going to solve it. But were only going to be able to do it if we work together." Robin spoke with natural charisma. It seemed to get everyone to stop arguing and they started smiling, even Raven was sharing a small smile.

"Now, let's get going… we have a city to save."

From inside the warship, a few Gordanian guards were running down the hallway in with golden staffs.

"Ah, creepy black magic…" Beast Boy muttered as he involuntarily shivered, getting a monotone look from the magic caster.

Almost immediately, he broke out into a giant sweatdrop and started scratching the back of his neck and chuckled nervously before he quickly walked off.

Raven said nothing to that remark, after all, it was true.

Once they ran by, a medium sized dome of black energy appeared and revealed six people.

Robin stepped forward and peeked around the corner to make sure it was safe to walk through. "Let's go guys," He gestured as everyone walked cleanly through the hallway with extremely quiet steps, well except Beast Boy as he had on leather boots which were creaking with every step he took.

Everyone else walked forward except Cyborg Raven and Ben.

"Why you always by yourself?" Cyborg asked curiously, but his tone held an undertone of seriousness.

Raven's saddened purple eyes only dropped further down. "You heard the kid; I don't belong here." She muttered, but the two boy's still heard her clearly.

Ben walked forward from behind her and placed he on her and squeezed reassuringly, causing her looked back at him in surprise.

"Trust me, your fine. Because if anybody actually deserves to be here… it's you." Ben told her as warmly as he could, which wasn't really warm at all.

Raven looked on in surprise before her cheeks lit up in a small blush.

"Not only on that, but trust me girl, half of me is metal, the other girl is an alien, and the kid's green." Cyborg assured her as well.

She looked at them both with a small on her face before he nodded in appreciation.

"Uhh… guys, I think they found us!" Beat Boy squeaked.

Ben turned around and saw five more Gordanians. He sighed lightly in frustration and annoyance.

Ben calmly strode forward in front of everybody, catching their attention. "You know, I'm getting really sick of this frog and pony show. So, how about this, return from the way you came... and you can live." Ben threatened narrowed eyes, earning shocked looked looks from everybody.

The Gordanians on the other were on the verge of breaking out in laughter.

On Gordanian turned to the another beside him and cracked a joke, "This puny human thinks he can take _us_." He laughed arrogantly, along with the rest of his race.

Ben calmly exhaled before he smirked up at them, "I'm going to enjoy this _far_ more than I should." He said to himself before the Omnitrix glowed briefly before the area the blinded by a green flash, forcing everyone to shield their eyes.

Once everyone opened them, they were to shocked to see what was in Ben's place.

There stood a humanoid alien that was approximately eighteen and half feet tall, he had well developed muscles, two pairs of four-fingered arms, and red skin. A black stripe went from his chin to his lower lip, he also had two fangs that jutted out from the bottom of his lip and he had four yellow eyes: a main pair, and a smaller pair below them. The alien wore a white T-shirt with a black line going down it, black pants, and fingerless gloves. In the middle of his chest, a white, silver and black Omnitrix symbol rested straight onto his chest.

"A-A-A-A T-T-Tetramand?!" One of them shuddered pitifully.

"You'd be correct." Four Arms spoke with deep rumbling voice.

Suddenly, two of his four arms grabbed onto two of the Gordanians by the top of their heads before he smashed them two together, causing them to yell in pain before Four Arms then threw straight through the iron door that blocked the path, creating a large bang along with a large dent.

The remaining three shivered even harder in fright before Four Arms bitch smacked two of them into the opposite of the walls, creating a two large bangs.

The last thing the one remaining Gordanian saw was a large red, leather gloved fist before sent sailing through into the control room, coincidentally smashing into another Gordanian, knocking him out as well.

The rest of the teenagers looked on shocked at they had just seen Ben do. Starfire walked forward, "Is that you… Ben." She asked, almost calmly, as there was a slight tremor in her voice.

He turned back at them before he nodded calmly, "While in this form, you may call me Four Arms." He told them, causing them to sigh in relief.

Four Arms and Co. all waked forward with newly transformed Tetramand leading.

The, commander of the ship hopped off his seat and marched forward angerly before he pointed at Four Arms angerly, "What the hell is a Tetramand doing on MY SHIP!?" Trogaar shouted the last part as he looked at the larger than average Tetramand.

"The reason I'm even here is because you threatened the planet that I live on. Not only that, but I hear your scum even kidnapped an innocent girl, that much is irrefutable." Four Arms growled out.

The Gordanian growled as well, "Look at that, a Tetramand protecting someone else instead of fighting for their own pride… how rich." He laughed along with his subordinates.

"I'll give you the same option I gave the unfortunate five I met just a couple moments ago… give up and leave this planet. If you do, then I'll let you live… if you don't…" He trailed off threateningly.

The Gordanian gave his answer by him screeching out a command in own language, which caused all of the Gordanian's to immediately charge off into battle.

Just as they were nearing and as everyone was getting to battle stances, another bright green flash blinded everyone, causing most to shield their eyes.

In Four Arms place was a tall humanoid mummy that stood at an approximate seventeen feet tall. His eyes and the gaps between his bandages glowed green. He had a brown and gold pharaoh's head-dress. He also had brown bracers and greaves. And he had the white, silver and black Omnitrix symbol placed on the back of his left hand.

Snare-oh said nothing, he sent his hands forward and immediately after, his bandaged 'fingers' lengthened as they shot forward and wrapped around a Gordanian tightly before he sent at one of his comrade, which he soon crashed into, sending them against the wall.

Everyone else charged forward after Snare-oh attacked.

Robin charged forward, and he immediately jumped forward and punched one straight across the face. The attack sent a Gordanian back a few feet before he was kicked in the stomach, which sent him hailing into the all.

Robin wordlessly charged forward once more.

Beast Boy morphed into a kangaroo and he jumped up and dropped kicked one Gordanian who was sent tumbling into the ground.

He then morphed into a large green lion which he roared imposingly before he bit down onto one of his enemy's leg before he showed impressive strength and dexterity as he threw him by the grip on his leg upwards.

Snare-oh saw an opening at Gordanian that Beast Boy sent screaming to the air, he reached out and shot out another one his tendrils before they securely tied around his torso before he jackhammered him into the ground repeatedly until he stopped struggling.

"Thanks for the opening!" Snare-oh's aged, yet firm voice rang through the Lion's sensitive ears, who nodded before he roared once more as he charged back into battle.

Raven was sent sailing into a wall, or she would have if she wasn't caught by bandaged tendrils. He pulled her towards him before he gently set her down right beside him.

Raven nodded thankfully, "Thanks for the save." She mumbled gratefully.

"It's no problem. But I think I know a faster way to get this done, but I need your help." Snare-oh asked.

She nodded her and gained an almost determined glint in her purple eyes.

"Good. Know this, in this form, I'm great at One vs One battle, but against hordes of opponents I'm no good. I was thinking if you have a large-scale attack if I distract them long enough, and I'll pick of the stragglers." Snare-oh planned.

She nodded before she started chanting.

"_**Azarath Metrion Zinthos!" **_She shouted the part as a wave of black destructive magic flooded the room as medium sized explosion went of inside the room. Causing the ship to lose power as it was sent straight at the ocean. But luckily enough, it landed straight, and it kept floating.

From inside the room, everything was destroyed and there were numerous amounts of unconscious and unmoving bodies that littered the floor and the roof of the room was pretty much nonexistent.

Slowly, Trogaar began twitching as stood up. It looked like he took on minor damage from the large-scale attack before he began marching towards the partly regenerating mummy humanoid.

The Gordanian charged forward with nails lengthened and sharpened and he had them raised threateningly.

"Ben! Look out!" Raven shouted as she tried chanting what she done before but kneeled straight down in exhaustion.

"You know Trogaar… you're a real idiot, you know that." Snare-oh said with a hint of humor in his voice before he sprung back a few feet as his body finished regenerating.

His mentally willed his chest bandages to move and four damaged arm tendrils and one shot clean through Trogaar's stomach, earning a gut-wrenching scream as blood spurted free from his wound. The other tendrils formed a giant fist before Snare-oh uppercutted him sending straight into the air for a few seconds before he came hurling down with a loud clang.

Trogaar wasn't completely knocked out but was finished and he was beaten. And he knew that. He lightly turned around and faced Snare-oh's form as the humanoid mummy walked over to him.

Trogaar's sight was fixated on the Omnitrix symbol the mummy's back hand. He finally realized what he was really up against. Trogaar weakly chuckled and Snare-oh raised a nonexistent eyebrow at his apparent amusement.

"What's so funny?" Snare-oh asked curiously.

"It's just the fact that… I realized what I was up against in the beginning and I never noticed it till just now."

Robin, Cyborg, Raven, Starfire and Beast Boy, who was back in his human form. Everyone looked fine, except some ripped clothes, some scratches and bruises but they had nothing major.

"Y-You have the Omnitrix, the strongest weapon in the entire Universe! But the last person who had the Omnitrix was a human by the name of Ben Tennyson, after he disappeared. Rumor says he was imprisoned into the Null Void; the most secure and dangerous prison that is used to secure some of the worst people there… But he never returned." Trogaar finished, causing everyone to become wide eyed and shocked, except Snare-oh.

After he said that, a bright green flash erupted once more in the room, causing some to shield their eyes once more.

Ben, back in his human form walked forward once more. Ben stared in Trogaar's eyes unflinchingly before the sound of air pressure was heard releasing and some steam breached through the helmet part of his suit. Many of them waited anxiously to his face and once the helmet retracted, Ben's handsome angular face became visible.

"You're looking at Ben Tennyson." He told him in an emotionless tone, making everyone even more shocked.

The Gordanian chuckled once more, but it was devoid of all humor, it sounded more like bitterness. "So, you survived the Null Void and even escaped, huh? Well… damn." It was than Trogaar said his last words before he died.

It was quiet for a few moments before Ben turned his back and started walking away from the group. However, just as he was about leave the room, a shout got his attention.

"So… you're a criminal with the most powerful weapon in the entire Universe?" Robin asked as Ben turned around with a completely expressionless face.

Ben released a bitter chuckle before he looked at them with saddened eyes. "No… No, I'm not a criminal. But yes… I do have the most powerful weapon in the entire Universe." Ben informed.

But Robin didn't buy it. "If you aren't a criminal, than why were you sent to the Null Void, he said it was the most secure and dirtiest prison in the Universe. So why were you sent there if you aren't a criminal?" Robin interrogated, but he was completely caught off guard when Ben shared a sad smile.

"I was sent there on accident with my cousin Gwen while fighting two very powerful enemies a decade ago. During that battle, I was winning spectacularly… but they turned the tables by holding my cousin hostage. I had no choice but to surrender. And I did, but they let down their guard and managed to saver her. After that we fled. Once we got to the portal that our grandfather was holding up for us, it was only big enough for one person. So… So, I threw her in. Ever since then, I've been in the Null Void and I only got out recently." Ben finished his tale, which earned some tears and some shameful stares.

"I-I'm sorry." Robin muttered in apology.

Cyborg walked forward with a frown on his face. "How old are you? You don't look to much older than me." He asked seriously but held a tint of worry at was his answer would be.

Ben gave another bitter chuckle, "I'm twenty." Ben told them, earning more shocked looks.

"Than that means you were just a kid when you were in the Null Void." Robin muttered absentmindedly.

Ben smiled sadly before he wordlessly walked out of the room.

Seeing as they didn't have anything else to do, they all walked out the same way Ben did and surprisingly, they found Ben staring straight up at the clouds.

Robin took a few steps forward, getting Ben's attention, but Ben just stood still and kept staring at the sky.

"I want to say thank you for the help." Robin said with a smile and everyone else nodded as well.

"Yea, for real man, you were a big help!" Beast Boy agreed enthusiastically.

But Ben kept staring forward as if he didn't hear them at all.

After a few minutes of uncomfortable silence, Ben finally spoke up.

"Helping all of you was no problem, as for helping save the city… I was just doing my job." Ben spoke monotonously.

"I want to warn you about a few things." Ben started, catching their attention as his helmet retracted upwards once more, sealing his entire head up once more and the yellow-green triangle once again was visible in the center of the 'face' of the helmet. "This world is a lot uglier than you think. If you guys really want to pursue your hero career than I suggest being careful and start training. There a lot of beings out there that multitudes stronger than ones you fought before… take it from experience." He warned with his tone unchanging.

Everyone thought about his suggestion, before Robin walked up to him and reached out his hand which held something, it looked like circular device with a few extra components.

"I want you to have this, I already gave everyone else one. For what it's for, it's basically a highly advanced transmitter. If you need anything, than call, we'll help." Robin told him with a small grin.

Ben turned ever so slightly before he grasped the device before he slid it in a compartment in his utility belt.

"I have another warning… if you see anybody with this symbol on their clothes and a badge that have it as well, than treat them with the upmost respect. I won't tell you who they are, but trust me, those are people that you _don't _want piss off." He warned in monotone, but his tone held an undertone of seriousness.

"Listen to my warning Robin. And remember… things aren't always what they seem." That's all he before a familiar bright green light blinded them before a sonic boom was heard and Ben was gone with only a swirling leaves.

Everyone stared up at the sky where Ben was previously staring at with all different process' in their mind. Some thoughts were filled with determination. Some thoughts were filled with admiration and some were filled with gratitude.


	2. Chapter 2

**Hello to all! **

**I hope everyone is having a nice day or night, whether its day or night regarding when the in which you all are reading this. **

**This chapter will cover some more on Teen Titans and unfold a bit on Ben's changed character. He will also have a chance to show some of his power, so you wont have to wait to long to how he's gotten stronger. **

**Also, I will be delving into some of the Ben 10 Canon story line, however, things are different, in large instances if I may add, and I will not be going over every single episode. Nor will every event that happens in Alien Force, Ultimate Alien and Omniverse even come to happen. If I don't go over a single event and I don't explain it, then it didn't happen. Keep that in mind. This will also cover the start of the team in which Ben will be building. **

**For the harem, I don't know everyone who will be in it, but I do know Gwen (Ben 10) will be on it, same thing with Charmcaster, Raven and Starfire. I'm also considering Power Girl, Supergirl, Wonder Woman, Kai Green, Julie Yamamoto, Black Canary, Barbara Gordon, and Talia al Ghul. You all can leave suggestions as you like, but please, leave why you think they should be in the harem and don't say because they're beautiful, cause your suggestion will get ignored. **

**Also, I don't know if added this before, but keep in mind, Ben will be an absolute badass. He'll be very powerful and will get stronger as well. However, in DC, there are beings that Ben can't beat. Like Cosmic Armor Superman and such. However, Ben will get to a point, where some of his transformations will get to a level in strength where he'll be up in the higher tiers of power. **

**I also got a PM from someone asking if Ben was going to fight Superman and my answer will have to be… maybe. **

**Truly, I don't know. They'll have squabbles due to Ben's ideals about justice, but an all-out fight between the two is something I cannot confirm at the moment. **

**That's all I have to say, and I hope you all enjoy Chapter 2!**

**ZZZ**

A long figure stood impassively on large red bridge as he watched a group of teenagers fighting against trained operatives, though one was missing.

While Robin was MIA, the rest of his team was grieving over his supposed death, then they were ambushed by the same people who defeated them not even a couple of hours earlier.

He shook his head disappointingly. How arrogant had they become? Those three were trained killers, and yet after getting away with your lives, you go straight back to your HQ, which is a large two hundred foot tall, 'T' shaped building that was almost made entirely out of glass? Foolish. Absolutely foolish and arrogant.

It had been four months since he'd fought against the fleet of Gordanians and saved Jump City, with little to no casualties. Though, he had been keeping up with Titans since then. They were famous all out through California, mainly from stopping local thugs and even some low city level threats.

They weren't bad as a team. But their individual powers were close to laughable. Robin had apparently taken team exercises and drills way to serious and had everyone doing that to make their team work better. But they weren't balancing it out at all. And they were too dependent on each other's powers and skills and due to that, they weren't building their own.

Ben's piercing green eyes watched how broke into Titan's tower before he decided to make his move. With a low flash of green his was off in a sonic boom.

After flying for only a few seconds, he landed and de-transformed back into his human self.

**ZZZ**

The Titans were not having a good day.

First their tower was a mess, Cyborg and Beast Boy had been looking for a tv remote for hours and they had just lost their leader.

Everyone was distraught, and when they opened the door when their hopes raised once more, they got ambushed… AGAIN! But this time it on their own turf. And they were without their leader and master tactician.

They were in a pickle and everyone knew it, just as their attackers were charging at them, they were interrupted by vaguely familiar tone, one of calmness.

"You know it's against the law to kill someone, to attack someone, to attack someone with a deadly weapon with the intent to kill and not only that, but theft and breaking and entering are all crimes. You three are looking at _long _sentence to prison." Ben's voice aired through everyone's ears.

Everyone's head snapped over to Ben in completely shock and to the Titans, in relief.

"Ben!" The Titans all yelled in surprise at once.

"Oh, Oh, lookie here, another loser!" The short kid that was Gizmo. He was on top of four spider-like metal legs.

"Really? You call me loser? What are two feet tall? And who does the girl's hair? The big guy is the only one who looks semi normal… and that's putting things lightly." He snorted, causing them to bristle in anger.

"_How _dare you!? I'm the smartest being on this planet! How dare you disrespect me!?" Gizmo asked with angry arrogant tone.

"Jeez, I guess kids really do believe everything their mother says now a days." Ben said offhandedly. That was last straw for Gizmo before he ran forward, or at least the artificial metal spider legs did.

He lifted one up and spear headed one straight down Ben just yawned before a green light blinded everyone in the vicinity.

Once the light died down, a small humanoid battery was in Ben's place. He had a white large lightning-like line from where his neck starts, to where his legs start on his front and back. He had a hole on his head that could release electricity. He also had positive (+) symbol and negative (-) symbol on his back. The white, silver and back Omnitrix symbol was located on his chest.

Everyone looked at the alien in bewilderment, that think didn't look tough at all. Even the Titans thought so. Every member of the H.I.V.E Five was breaking down laughing.

Buzzshock shared a small mischievous giggle before his entire body evaporated into an electricity stream, but not with sending a thunder bolt straight down at the three villains, electrocuting them. They all yelled in pain before the lightning bolt stopped and they got up on shaky legs and their clothes were lightly singed as well.

"Well… Well… Well, you guys are even weaker than I thought you guys were… and I had pretty low expectations to begin with." Buzzshock giggled from seemingly everywhere.

The H.I.V.E members all back up in fright before they collided with each other, back to back.

One Buzzshock jumped down in front of every single member and blew them raspberry's, causing them to growl angerly before they ran off to chase, the now retreating Buzzshocks.

Just as they separated, a giant green lightning bolt crashed down straight down in the middle of room, completely shocking the three villains.

After a few seconds of continuous lightning, they all slumped forward in a smoking, unconscious heap.

The Titans watched with clear shock as Ben dispatched their attackers with practical ease and he didn't use that large, four armed form once or the mummy-man they saw last time.

Another bright flash of green erupted in the area and Ben was shown back in his human form with his armor still on completely, not showing an inch of skin. He walked over to the gob smacked Titans, who had relived looks of their faces.

"So, how are things?" Ben asked, in a complete calm down and his face completely emotionless. His question broke the atmosphere and most of them grinned tiredly and gratefully.

Cyborg walked up with a small grin on his face before he stuck out his large hand, "We appreciate the save. But, if you're looking for Robin, he went missing shortly after our first encounter with these guys." He spoke as he gestured the unconscious villains.

"Yea, for real man, if you weren't there, we'd probably be dead!" Beast Boy said enthusiastically.

"Hmph, if you guys actually listened to my warning a few months ago when we first met, then you wouldn't be in this situation." He said in a slightly harsh tone, causing them to dip their heads in shame. "But, for your first time going against a group of trained killers, then I guess you did okay." He muttered, causing them to perk their heads up.

Ben's ears lightly twitched as he heard light footsteps coming from outside their HQ. He turned and narrowed his eyes; the others noticed that and curiously traced his gaze and waited with curious eyes.

Slowly, Robin's form became visible and Ben smirked slightly. The rest of Titans grinned excitedly except Raven who just gave a small sigh of relief.

"So, Wonder Boy returns." Ben drawled, causing Robin's eyebrow to twitch in irritation, but ignored the comment.

"Thank you for helping them." Robin thanked with a firm nod. Ben just waved it off uninterestingly.

Ben turned over to the girls and smiled slightly, "I can see you two are both as beautiful as ever." He said, causing Starfire to blush and Raven to blush a bit less.

"Well… now that's taken care of, I'll hit the high road. Good luck with kicking bad guy ass and I'll see you guys some other time." Ben turned around, ready to leave once again.

"Wait!" A sudden shout caused him to turn around with a slightly raised eyebrow. He saw Beast Boy walk up to him. "Why don't you join us? We'll always welcome a new member." He said, causing others to look at Ben a curious, yet semi-hopeful gaze.

"No… I have no business being in a group of 'heroes'. Being a hero is a past job or hobby. I only help when I'm needed." He told them in an uncaring manner as he started walking away.

"Why do you think that you don't belong?" Surprisingly, it was Raven who said it, causing Ben to stop once more. "I mean, you've saved the city once before and now you've saved us, what twice. If that doesn't make you a hero, then I don't know what will." She finished getting a look from her teammates.

"You may be right." He replied, unflinchingly. "But I've done so many things that if any hero knew, he or she would classify me as a villain. It's as simple as that."

"I-We don't care about that, you moron!" Raven shouted, once again getting a surprised look from her teammates. Ben once again stopped, but this time he turned partially around and stared at her with cold, dark green eyes. "We care about who you are! We don't care about your past, I mean you said it yourself, 'things aren't always what they seem.'"

He chuckled a small bit before he nodded, "Using my words against me… well, I've gone and done fucked myself once again." He muttered the last part to himself, but they clearly heard him anyway.

"I'm sorry, but I'm not joining. That much is a fact. It doesn't matter if you all view me as a villain, a hero or anything in between." He started before walking away, his suit completely covering his entire body. Face and all.

"Goodbye, I have some business I need to go take care of." And with that, he walked away, retreating from view without even listening to what they had to say afterwards.

**ZZZ**

"Now that everyone's here, I have some important and very random news. I figured I should relay it all to you and your all-round opinions." A muscled man with short, jet black hair. He wore a very dark blue skin tight bodysuit with a weird symbol on his chest.

"And what is it?" A man said with an impassive tone. He had black, bat-like cowl that covered the top half of his face and some of his chin. He was also pretty buff, but not nearly on the level of Superman. He also wore a grey skin tight bodysuit and a utility belt tied around his waist.

Superman said nothing, instead he raised a remote and pressed a button, causing a screen to appear in front of their faces. It was more than big enough for them all to see. Then, a picture loaded up and revealed a bird's eye view of a mummy-like creature beat a bunch of aliens alongside some teenagers.

"That's a Thep Khufan, a powerful alien race that comes from a now near extinct planet named Anur Khufos." A green skinned man with a mildly muscular build explained. He wore bright blue, high skinned open chest jacket. He also had two red straps going across his chest in a 'X' formation. He also had on a pair of bright blue, underwear like bottoms and a pair of blue calf high boots.

"Yeah, I heard the Guardians mentioning that they were at a near extinct race of aliens." A young man with a defined and muscular build stated. He wore a green and black suit with a green and white lantern symbol on his chest and a green mask that covered his eyes and a portion of his face.

"Okay… lets watch what the drones caught." Batman 'suggested' with an impassive look on his face. Superman nodded in agreement, as did the rest of the members.

He pressed play and started the video and they all watched in silence.

By the end of the video, the mummy-like figure stood over the fallen form of the warlord before he was encased in a bright green flash. Shockingly enough, a human was in the mummy's place. His dark, metallic suit then shot out pressurized steam and the helmet portion of the suit opened up, revealing his angular, handsome face.

Batman saw Robin, his late apprentice, but said nothing.

"_I am Ben Tennyson…" _

"Wait, he's a criminal?" The Flash asked as he heard what Trogaar said about Ben being sent to the Null Void.

Nobody said anything, they just kept watching, leaving an irritated Flash.

Batman, however narrowed his eyes at the mention of the Omnitrix and Trogaar saying it was the most powerful weapon in the Universe. So far, alarm bells were ringing in his head and he had to restrain himself from going down finding the child. Be it that he was good or not, a weapon that powerful should not be used by a child.

"_I was sent there on accident with my cousin Gwen while fighting two very powerful enemies. During that battle, I was winning spectacularly… but they turned the tables by holding my cousin hostage. I had no but to surrender. And I did, but they let down their guard and managed to saver her. After that we fled. Once we got to the portal that our grandfather was holding up for us, it was only big enough for one person. So… So, I threw her in. Ever since then, I've been in the Null Void and I only got out just recently."_

Now that got Batman surprised, very surprised. But he didn't show it. He had to admit, it was a sad story and now he knew that he was innocent. But he stood by his decision that a weapon that powerful should not be used by a child.

"Do you know what this 'Omnitrix' is?" Batman asked seriously, wanting to get every bit of information that could get.

"Unfortunately not." Was all the green skinned telepath said, causing Batman to mentally sigh in disappointment.

"What do we do now?" It was the Green Lantern that spoke that time.

Both leaders quieted down for a few seconds before Batman spoke. "I say we watch what he does for a the next few months, if he shows any signs of being evil, then we apprehend him." Batman spoke, earning a few nods.

"Your idea does have merit… I agree." Superman nodded, although he looked hesitant.

**ZZZ**

Just then, sirens rang through the room and not even a few seconds later, rapid scurrying filled the room and the Titans pooled into the response room.

Robin expectedly stepped up and stared at the, now active screen with narrowed eyes.

"It looks like Zombozo, Acid Breath, Fright Wig and Thumbskull decided to come to California… what do we do?" Robin asked his team, who looked thoughtful.

"I don't know man; the Justice League normally takes care of them." Beast Boy replied, and Robin clenched his fists at the mention of the 'Justice League'.

"Yeah, I agree. They might be too much for us… but I say we go." Cyborg said with a determined expression his face, getting Raven and Starfire

"Let go." Robin ordered seriously as they left.

**ZZZ**

Just as Robin and Co. were nearing the bank, which was where Zombozo and his lackeys were attacking.

Starfire and Raven were flying, Robin was running at fast speeds along with Cyborg and Beast Boy was transformed into cheetah running ahead of his leader.

The neared the bank and they had to admit; the place was trashed. There were some cars lodged into buildings, there were multiple unconscious and dead bodies lying on the floor, causing the Titans to momentarily fault before they focused.

Zombozo was standing there with a large smirk on his face as held on someone's throat as he absorbed their life energy, feeding their strength to his own, making himself stronger.

"Yes, YES!" He cackled madly before he chucked his newest victim away like discarded trash.

Seeing this, the Titans all narrowed their eyes.

"Oh… what are you children doing here?" Zombozo asked in a false innocent tone, acting like he didn't just kill someone.

"We're here to stop you, Zombozo! Titans GO!" Robin shouted as they ran forward with Robin leading.

Robin leaped forward with his fist cocked back, just as he got in range, he leaded forward and punched Zombozo right across the face, but it was blocked the clown's large hand.

Zombozo then twisted his body and used his momentum to throw Robin across the street, but the teenager skidded across the ground just in time before he smacked into a building.

Starfire, seeing her teammate being thrown away, flew higher into the air coated her hands with bright green energy which she immediately sent straight at Zombozo, who just dodged by disappearing in a flurry of rainbow-colored confetti. He then reappeared in the air, ten feet across from the airborne Starfire. He then snapped his arms forward and stretched hands outwards, surprising Starfire. His hands wrapped around her throat, causing her to choke, then he threw her right into a stop sign which was torn down upon contact and she didn't stop there before she crashed into a car, denting it. She slumped forward with her eyes closed before she groaned.

Beast Boy transformed into a large T-rex while running forward with a mighty roar. Zombozo looked surprised at seeing the boy's power before he grinned maliciously. He held out his arms before he clapped his hands together.

Beast Boy blinked confusedly as the color drained from his sight and every seemed black and white. Slowly, black shadows seeped down from underneath his long legs, wrapping around them. He roared once more as he struggled, his eyes widening in surprise, yet a small helping of fear.

'_What, is this!? I can't… move!' _He thought as he struggled even harder. Suddenly, the black shadows creeping around his form turned red. He pulled harder before his body started shrinking downwards.

Zombozo watched in self-satisfaction as he absorbed the boy's energy before he laughed uproariously with a cruel smirk drawing onto his painted face. _'This GREAT! I"VE NEVER FELT SO FULL BEFORE… Not since I absorbed the Tennyson girl's energy.' _He thought with crazed glee.

Robin watched with angry eyes before reached into his utility and pulled out a couple of shuriken's and threw them with expert precision. Zombozo grunted as he dodged the projectiles, but as he was caught by surprise, he couldn't dodge them all and one pierced him in the shoulder.

"You brat." He growled as he pulled out shuriken with a slight wince before he dropped it on the ground, resulting in a clang of metal.

"Raven! Formation Three!" Robin ordered, getting a serious nod from the airborne girl. She flew forward with her eyes glowing paper white; she raised her hands upwards. The ground then formed a good-sized ramp, which Robin then ran up it jumped upwards.

He then grabbed even more shuriken's out his utility belt and threw them forward, prompting Zombozo to dodge, which he did so successfully. However, the shuriken's all beeped, getting a wide-eyed look from Zombozo before all the shuriken's exploded in a shower of black smoke, clouding his vison.

Raven flew overhead and raised her hands as her eyes glowed white once more. Her hand glowed an ominous black before she chanted.

"_**Azarath Metrion Zinthos!"**_ Raven intoned before she sent a large wave of black energy towards the blinded Zombozo. Just as the attack was about to hit, a flying car intercepted the blast, shielding the black energy blast, getting a fiery explosion.

Robin glared annoyingly as he stared right where the car came from and there was Thumbskull with his arms outstretched.

Thumbskull was a tall, fourteen-foot, green skinned buff giant with a green sickly-looking toenail stapled on his skull. He wore a short sleeved grey shirt and pair of black skintight black pants with white stripes spiraling around his calf's.

Next to him was a woman with pale skin, a curvaceous figure with round C-cup breasts, a round, heart shaped butt and long muscular legs. She had long orange tendril-like hair black ball beads at the of each tendril. She was Frightwig.

Finally, there was an averagely tall man with pale green wrinkly skin. He had red eyes with different-sized pupils, and a little bit of straight black hair poking out of the top of his head. Most of his teeth were missing and his gums were green. This was Acid Breath.

"You aight', boss?" Frightwig questioned with a noticeable slang in her tone as she crossed her arms underneath her chest, propping her breasts up.

"Yes, I'm quite alright." Zombozo nodded as he rubbed his head before he glared at the three still conscious titans. "Now, what do you say we get this over, boys?" Zombozo asked rhetorically, getting a tick mark from Frightwig.

"I'm a woman." She pointed out with a half glare. Her boss just waved unconcernedly.

"Yea, yea."

She sighed tiredly before he threw her head forward, unleashing her tendril-like hair at Robin, who had no time to dodge as the orange tendrils wrapped around him, trapping his arms.

Thumbskull then rushed then impressive speed for his size with quaking steps. He jumped up and spiked Robin downwards, smashing him into the concrete ground, nearly knocking him unconscious.

"Robin!" Cyborg shouted before he aimed his cybernetic arm towards Thumbskull. His arm morphed into a blue blaster and outshout a blue ray of energy from his arm/cannon, which slammed into Thumbskull, sending him skidding back slightly with a smoking chest.

Shockingly enough, he looked completely unharmed.

The three circus freaks rushed forward with Thumbskull leading the charge. Frightwig leaped onto the giants back and whipped her long tendrils hair across the street, wrapping around a nearby trash can and launched it across, forcing Cyborg to dodge before he aimed his cannon right at the human tank and fired. But, once again, the attack did zero damage.

Thumbskull then bitch smacked Cyborg across the street sending him crashing into a building, knocking him out.

"I think that would be enough… Circus Freaks." A voice rang through the streets, causing them to open their eyes in surprise when they heard the nickname.

"Who are you and where are you!?" Acid Breath yelled as he continued to look around frantically.

"Oh, I'm right here and as for who I am… that's my secret." The voice said from behind him, prompting the Circus Freaks to turn around and surprisingly, they saw Ben in his usual armor with his retractable back helmet that was apart of his suit on.

"How do you know that name!?" Acid Breath yelled once more as he stomped forward, trying to look intimidating. Ben, however paid no mind walked over to Robin picked him up by his suit and set him right next to Raven, who looked surprise upon seeing him.

"Ben… you got to run, they-," She said but was interrupted.

"Don't worry, I'll take of this. Plus, I've got experience fighting these clowns… especially the fat one." He reassured her before he walked over to Starfire and picked her up bridal style, getting a small pang of jealousy from Raven.

He then set her down right next to Robin and then walked over to Cyborg, who stirred awake. "B-Ben?" He asked drowsily, getting a small nod from the green eyes Omnitrix bearer.

"You can walk, correct?" Ben asked, getting a nod from Cyborg. "Then get Beast Boy and rest where everyone else is… I'll take care of your guy's little problem." He ordered, getting an uncertain nod from the metal man.

"Just be careful, alright?"

Ben didn't answer he just walked over to the four villains and smirked under his mask.

"It seems you guys have gotten stronger since we last met." Ben assumed, getting a frown from Zombozo.

"Who are you?!" Zombozo asked loudly, getting really close to losing his cool.

Ben merely stared at him with bored green eyes that were half idled and chuckled. "What? You morons don't recognize me?" Ben asked, getting head shakes from everyone except Zombozo who's eyes lit up in fear.

"Y-Your that Tennyson kid that beat me all those years ago!" He screamed, getting shocked gasps from his subordinates at the mention of Tennyson.

"It's so nice to see you remember… Zony." Ben quipped, giving Zombozo a nickname that he already hated.

Losing his fear, he growled and clenched his fists tightly. "Don't just stand there you buffoons! Get EM!" Zombozo loudly ordered, getting nods from the Trio of morons.

"Just so you know… I'm not above hitting a woman." Ben spoke before was engulfed in a bright green flash that blinded everyone's vision.

In Ben's place, was a large, hovering insect with four, large insect-like flat legs with two arms, whose hands were human-style ones with a black coloration, and he has three clawed fingers. He has four pedunculated eyes that are large, almost two feet in length and orange-ish in color and black slit pupils. His eyes were linked directly to the sides of his huge black head. On his head, directly in the center was a silver, white and grey Omnitrix symbol. His limbs were a brown-greenish color and his wings are light green. His stinger was pretty large and had overall white in color.

Stinkfly flew upwards before he opened his mouth and shot out a basketball sized, green slime ball, which came at Thumbskull at alarming speed. Due to his large, cumbersome body, he wasn't fast enough to doge and the slime ball smacked right onto his face, covering his eyes and nose, blinding him and covering his sense of smell effectively.

He then flew upwards and shot out more slime, except that one was not a ball, it was a miniature wall of slime, which wrapped around Thumbskull's body, trapping his arms and legs.

Just then, Stinkfly saw a barrage of orange tendrils sailing through the air, coming directly at him. Reacting accordingly, he did a few aerial maneuvers before he used his steel-cutting stinger sliced off one of the tendrils.

However, that was just a distraction, something Stinkfly picked up on as large, dark green acid cloud came zooming right in from behind him. Growling mentally, he mentally transformed once more, resulting a bright green flash.

In Stinkfly's place was a tall, fourteen-foot-tall figure in the same armor as Ben wore while in his human form. However, he was much taller and bulkier.

The acid breath loomed over to his body and encased him, but shockingly enough, the attack did zero damage.

"I'm done playing around." Diamondhead stated in a chilling voice as he landed onto the street, creating spiderweb cracks underneath him from the impact. He walked forward slowly.

Just as Thumbskull regained his sense of sight, he was punched directly in the face, sending him stepping back. Diamondhead wasn't done, he punched him across the face once more, but with a bit more force, sending his face snapping back. Diamondhead then stomped his foot into the ground. Suddenly, the ground rumbled underneath the brute and out came diamond tendrils that wrapped around the hulking figure, restraining him.

The then reached out and caught Frightwig's tendril hair with a bored look. He then yanked it, sending Frightwig flying at him. With her momentum, he placed his palm outwards, mentally ordering it to grow larger, getting a large clang as her form crashed into his large crystal hand. His hands then grew outwards and wrapped around her entire body, encapsulating her within crystal.

Zombozo growled, baring his ever so yellow teeth as spit flew from his mouth as he wildly snarled like a rapid animal. "Tennyson! I'll rip you shreds!"

With that, he raised his arms and pointed his fingers at Diamondhead, shooting black, thin, shadowy projectiles right at his diamond body. However, Diamondhead just stared forward and began walking forward slowly, not even feeling the shadowy projectiles as they hit his body. He just kept walking, trucking through the attacks as if they were nothing. And to him, they were nothing. Just as Zombozo was nothing to him. Barely even an ant in his eyes.

As he was in range, Diamondhead punched him across his face, causing the pale clown to stumble back in shock from the sheer force of the blow and a shockwave was heard through out as his fist connected with his face. Suddenly, he felt himself getting smashed into a random building four-hundred meters away.

Zombozo tore through the building as if it was wet paper and the last thing he saw before he blacked out, was a black, armored-gloved fist nearing the center of his clown nose before he was punched straight into the ground, creating a crater that was easily fifteen feet wide and ten meters deep.

Slight smoke rose from it and Diamondhead fell from the sky and landed in a kneeling position with his fist touching the ground.

He stood up slowly and turned around as he felt some updraft of air. As he turned around, he saw multiple figures descend down from the sky.

From inside his suit, he followed the small, ant-like figures due to how high up in the sky they were and within ten seconds, they all touched down and there stood, Superman, Green Lantern and Wonder Woman.

"Who are you?" Superman, who had touched down first walked forward. The Man of Steel had a hunch on who it was, but he wanted to make sure without using his vision.

Diamondhead kept staring before his metallic voice was heard through his suit, "You don't need to know that." He said before he pointed over at the downed, unconscious and heavily bleeding Zombozo who was still in the smoking crater. "But what you do know, is that you need to put energy absorption gloves or gauntlets on him before you can even think about putting him in any prison. You also need to make sure he isn't within two hundred yards of anyone." He explained and the League members looked at him with surprise.

"Zombozo can absorb energy to help supplement his already weak life force. The fool's over two hundred years old. It's the only way he lives and the life force he absorbs is like a drug to him." He further explained before turning around.

However, Superman once again spoke. "Hey, why are you in California?"

Diamondhead turned back around and pointed at Wonder Woman, who was tying Zombozo's unconscious body up with her lasso. "He was causing trouble at a bank and decided to stop him. Nothing nefarious, I assure you." He stated calmly, completely unaffected by the three's powerful presences.

"Now if you'll excuse me, I'll be taking my leave." He said before turning around. However, Green Lantern frowned at the fact that he wasn't completely answering their questions and decided to make him talk. So, raised his hand and aimed his ring at him.

Green Lantern was surprised when Superman just shook his head, clearly knowing what he was going to do and silently ordered him not to. "C'mon, he saved us some trouble. The least we can do is leave him alone for the time being. After all, he's done nothing wrong as of now."

Green Lantern nodded slowly before he cloaked himself in a thin green aura and Superman and Wonder Woman soundlessly floated upwards and watched down at Diamondhead, wondering how he was going to leave.

They were surprised however when he pulled out a folded up, green hoverboard and dropped it. Surprisingly, it never hit the ground and stopped around three inches from the ground and hovered there. With that, Diamondhead jumped on the board and flew off at a surprisingly fast speed, breaking the sound barrier instantly.

The three Justice League members watched him go, all following his movements easily as they could all travel at that speed with laughable ease. But it was a surprise to see a mere hoverboard able to go that fast.

**ZZZ**

After flying for nearly fifteen minutes, he head neared the place at which he had been staying at. Which was a two-story high warehouse. He leaped down from his board and continued flying downwards and he caught it with his left hand, and it shrunk in his grasp before he placed it back in his utility belt.

Ben walked forward and placed his hand on a seemingly random spot on the large, metal, rusty doors and suddenly, the entire place glowed a bright green before it changed appearance for a second. Ben then walked forward, seemingly walking through a wall and the next second, the appearance of the building shifted back to a rundown warehouse.

In front of him, laid a large 'U' table that was filled with working computer screens that were all doing something.

Ben walked over the center of the table and started typing something on the keyboard in front of him at a fast pace. Within a couple of seconds, he pulled up a picture of a large castle in front of him, followed by another picture of characters that were in silver knight armor. Within a couple more moments, he also pulled up something that startled him.

He placed his hand forward, making a blue, perfectly square, see-through screen and threw his hand to the side.

Immediately, a large monitor appeared to his right and a photo of cut out crop circles and in the very center, stood a hundred-meter-tall, metallic, multi-ringed tower. Snow fell from the sky there, but no where else around it and further for at least fifty meters in all directions. After getting the location at where that photo was taken and when it was taken, Ben turned heel and walked out of his temporary base.

He had to check that out… it looked worrying enough to warrant his attention.

As he flew on his hoverboard at the fastest speed he and his device could manage and sped through the air at a high altitude. As he neared some of the country fields of the north part of Texas, he was able to see the cutouts of the crop field and in the beginning when he saw the cutouts from the monitor screen, he thought it was some sort of crop circle.

However, now that he had sometime to study it, he immediately noticed it wasn't a crop circle… but rather a part of alien technology.

A bright flash of dull golden light alerted him, which was followed by a small spec of fire and he quickly sped down to go and checkout, thinking that maybe he could get an early led on what was causing the cutouts in the crops.

However, as he got overhead, he saw what he never thought he would see.

There stood five figures behind a thin, purple/pink shield.

The first was the only female in the group.

The female was extremely beautiful with long orange hair that was tied back in a pony tail that nearly reached her large, round, yet still firm ass. The orange haired woman had an hourglass figure and also had green eyes along with wide hips and long, slender legs with large, perky G-cup breasts that strained beautifully against the fabric of her outfit and due to that, she showed some cleavage. She wore a blue and black spandex suit that had five, circular, brown pieces of what looked like rocks on her arm and into her suit. She also had a belt with a cat on it. **(1)**.

The second figure Ben easily recognized. He was tall, easily being six-feet tall and had long, straight black hair that held a small blue tint in it. Perhaps his most distinguishing figure, was the brown 'X' shaped scar on his chin. He was pretty skinny, but he had lots of compact muscle and wore a skintight black body suit with slight shoulder pads with white horizontal lines going through them.

The third, was a being that Ben easily was able to identify as a Pyronite and held all the distinguishing features of one. Although, Ben was able to tell, due to by the potency of the flames, that it was young and powerful. But, it's control of its flames were horrible at best.

The last two were regularly Earth sheriffs with no distinguishing features about them.

'_Levin,' _Ben thought both distastefully, as well a small tint of relief.

Acting quickly, Ben swooped straight in and hopped off his hoverboard, which slammed into one of the figures in radioactive protective gear and he or she slammed through the corn fields roughly.

Ben landed while in his Diamondhead transformation, but he was still concealed by his suit. He did a quick backflip before landing as he punched the ground with force that shook the entire ground that everyone was standing on.

The female with orange haired watched in shock as the ground rumbled powerfully and pure, pale green crystals shot up from the ground and made a thirty-meter-long and fifty-meter-tall wall of pure crystal within a flat second.

After Ben did that, he stood up and stared down at the Pyronite with green Plumber's Badge on his chest before looking at the female. With all his training, he was only able to barely withhold a gasp in surprise when he found himself looking down on his cousin.

… The same cousin in which he sacrificed nearly everything for. Gwen…

"Tennyson…" The man with long black hair hissed as he stared at the armored figure.

Now, Gwen the second she saw the hoverboard and the green crystals, she immediately thought Tetrax had come and saved her once more. However, once she heard Kevin speak and the second, she heard that single word come out of his mouth, her breath hitched, and she stared at the impossibly tall figure in front of him.

'_Ben?!' _

Shaking off his surprise, he turned his attention over to Kevin and marched right over to him, ever so calm and collected.

"What are you doing here, Levin? Are you responsible for the crop circles?" Ben demanded, his deep, metallic and crystalline voice coming out as a demand.

Kevin looked quite afraid before he chuckled and shook his head, "No. I'm not. In fact, if you don't believe me, ask your bombshell of a cousin. She's right there after all." He chuckled.

'_So… I was right.' _Both cousin's thought simultaneously.

"We'll sort this out later," he started, earning a slow nod from Gwen as she gave a pointed glare at Kevin before she looked hopeful at Ben. "Later, Gwen."

Now, she was sure of it… that was Ben. Without a doubt, as he knew her name without anyone mentioning it.

Ben turned to the side and pointed his suited hand outwards and before he clenched his hand into a fist, causing the crystals to shatter into billions of pieces.

Gwen raised her hands and aimed them at the suited individuals, causing her palms to grow bright pink. However, she was surprised to Ben lazily point a figure to the sky and she watched in surprise when all of the shards of crystals stopped midair and twirled around until they were completely aimed at the armed figures that had been shooting blue waves of some sort liquid.

She then watched in shock as all of the crystals suddenly shot forward and bulleted through each everyone of them, killing them all. She looked outraged at the fact her cousin had just killed someone, however, she watched as Ben walked over and roughly unmasked one of them. Imagine her and Kevin's surprise when they found out the creatures behind the masks, were DNAliens.

"Those are DNAliens!" Gwen shouted in alarm and Levin was shocked as well, as he never expected those freaks to be under the clothes.

Ben roughly and uncaringly lifted the dead alien corpse up and showed them. "You know them?" Ben 'asked' getting straight to the point.

Gwen nodded slowly, "They're a species of alien that Grandpa Max was trying to infiltrate, and he went missing soon after. We've been looking for him ever since." Gwen briefly explained, earning narrowed eyed look that Gwen and Levin couldn't quite see. However, they both knew it was there.

"Grandpa Max? He went missing?" He asked, getting nods. "Okay, I'll sort that out later. But first…" he led off as roughly grabbed Kevin's hand. "Back to the Null Void."

Levin snarled openly as he roughly snatched his hand from Ben's grasp. "I'm not goin' back there. I've served enough time in that hell hole with Vilgax. I wanted out to have my own life. I got one and I want nothing to due with that place ever again."

Ben narrowed his eyes, "Is that so, Levin?" He growled and Kevin growled as well.

"Yeah… I don't want to go back to that place. And I'm not goin' back."

Ben stared him down long and hard before nodding. "You're right. You've served enough time. As long as you aren't involved with Vilgax, you're fine. Just keep yourself out of major trouble, Levin. You got that?" He asked seriously, actually taking Kevin by surprise.

"W-Wait! You aren't taking me back?!" He asked, startled at the fact that _Ben _was giving him mercy and letting him go.

Ben nodded, "Sure. Like I said, you served enough time. And realistically, we both shouldn't have even been there. We were kids."

Kevin nodded; eyes downcast. "That place changes you. More than anyone can possibly imagine. You know that more than anyone else."

"You don't have to tell me that." Ben stated, agreeing with Kevin, one-hundred-percent.

Even if they had just been mortal enemies for over six years, they both had some sort of mutual respect for each other and they both grew tired of fighting each other, ever single day of every year in that hellish place. Truthfully, Ben had no hate for Kevin. He just knew that the man was dangerous and was partially unstable due to his Osmosian powers. However, it seemed like he had found some sort of middle ground in his life.

"So, these DNAliens… what are their plans?" Ben asked, still in Diamondhead form.

"We don't know, all we knew, is that they're in league or are dealing with Forever Knights." Gwen stated, earning his attention.

"Yeah, I was in a deal with both of them and they were both dealing with each other." Levin stated before he paled.

"No illegal activity… right, Levin?" Ben's voice carried out and Kevin nodded his head rapidly.

Gwen giggled slightly, never in her day did she think that she would one day see Kevin's macho look get totally erased with pure, unceasing fear.

"Do you have his plumber badge?" Ben asked seriously.

Kevin nodded at his question and pulled out of his pocket and handed it over to Ben, who instantly took it.

Ben looked at it before took out a tool from his utility belt and a small, thin, silver wire came from the device. The wire soon attached with the plumber device and the green light blinked brightly before a hologram popped up, showing random letters formed into random order, showing just random words.

_fjZQp37lZcatVicMjEPCNwkJIONOjqXhF-u8LzWPkagpPCGfwE02HTy9AjcMMTgQk6g_KP9EmtJFmKRk8Cp8ftA9FroxDP8UQZg5QLJg5VydJfOPU2KKc6xDsUbCDA4DbCspVWej0e6FT_Bq52mpzzLpzX8H2HADcvpY3_MyhN6i7zHX5VUJT3Rw-GrFwx69oYQ7y7XnT05hxQ5bCp6SyMwLFX3yCZaKdhwlZEvttLcJJgxjUcyXdRyMiYpdqkzCun34XamR3C9pJrvMOZOU6V70BmV69LF6LnjGlxLY1_hhAqa_t3BmrNkeGGqNJZvc3XAjlyVsawhU3DdxxPPBL0zk_Rd5wpUxer94Vu2PEqtaBVAAleHbyn98yh2lqNG6RTl9bio67j8OpeZEMuCX1ZGwLGkvw1pXpfkZv1NzQ2iTwvlwKOfSUAg-Z4NDx6mvREEw6FR6G3pzAz_f_Q2w7Q_

"It's an encrypted message." Gwen realized. "That's going to weeks to decode." She sounded disappointed that her only lead to Max, was an encoded message that would take weeks, possibly even more to even decode.

However, she was surprised when she saw Ben shake his head.

"Not necessarily." He responded before he pressed a button on the device and the words started rapidly rearranging, forming eligible sentences within a flash.

It now read,

_**Ben, if you are somehow reading this, I want you to know how proud I am to see that you've escaped, and I want you to know how disappointed I am in myself to allow it to happen. **_

_**But, besides that, I want you to build a team. There's a threat looming over the horizon that I want you to prepare for.**_

_**Sincerely, Max Tennyson**_

Gwen's eyes widened in shock once she read that and looked up at Ben, who she still couldn't even see due to that stupid suit he was wearing. "Ben…" she led off, not knowing what to say.

Ben sighed before he tossed the badge like a mere frisbee over to Kevin, who caught it off-handedly. "Grandpa Max knows what's he's talking about. He may not know _just _how strong I've gotten within the years… but I don't deal with maybes and unknowns. We're up an against an unknown force and having a team and allies will be most beneficial." He listed off, as if he was talking to himself and turned over to Kevin.

"You want your normal life?" Ben asked, getting a slow nod from Kevin. "Then you help me with this threat, and I'll do everything in my power to grant it." He continued before he held out his hand and a curved, green crystal blade formed above his wrist and elongated until it was around ten inches long and Ben walked over until the very sharp tip was placed right over Kevin's heart. "But you backstab me, and I'll finish the job… you got that?"

Kevin glared forward, staring at the triangle that was in the center of the 'mask' that was Ben's suit before his face broke out into a smirk. "Why the hell not? Formally enemies turned allies. Has a nice ring, doesn't it?"

Ben held the blade there at his heart before it shrunk back into his arm with small grating sound. "Don't backstab me, Levin. That's your one and only warning." He warned, ignoring his words completely before turning to Gwen, who looked concerned for both of their sakes.

"Its... nice to see you again… Gwen." Ben started, feeling somewhat awkward at seeing his, formally bratty, and admittedly beautiful cousin again for the first time in over seven years.

Gwen frowned, "I don't see you anywhere."

Ben raised an eyebrow before a bright green flash exploded off from Ben's body.

Gwen waited in suspense, only to find a six-foot-tall, still suited figure. She placed her hands on her hips and tapped her foot, hiding just how excited and nervous she was… to finally come face to face with her cousin… the same one who she had long since fell in love with.

Steam rose from the collarbone section of the armor and the helmet retracted back his suit, causing Gwen to wait a baited breath. However, once she saw his face, she immediately blushed atomic red.

'… _Wow…' _she thought, completely flabbergasted as she stared at her very handsome cousin who she hadn't seen in over six years. "You've changed… Ben."

Ben nodded, his green eyes glinting with happiness at seeing the same person who he had selflessly and thoughtlessly gave his freedom and practically innocence to. "Its nice to see you… Gwen." He led off, her, admittedly foreign name coming off weird on his tongue.

"Yeah," she led off softly, smiling and internally happy to her cousin again.

They stood across from each other, both feeling awkward. At least, that was until Levin just shouted from behind.

"Either hug or kiss and for the love of god, please be the former." He shouted and Gwen blushed even hotter at the implications of her kissing Ben. However, the raven haired teen merely blinked in surprise.

'_Never thought I'd hear that out of your mouth, Levin.' _Ben thought seriously, but one could detect a slight, pleasant surprise in his mental tone.

"Its nice see you again, Ben." She stated softly as hugged him. And even if the armor got in the way of most things, it was still nice to have her cousin back.

Ben looked down and noticed that she only came up to his neck, _'You've changed a lot, Gwen. There's no doubt about that.' _

After their weird 'hug', they separated looked at the large tower as snow still rained above them.

"Hey, crazy thought." Kevin started as he looked at Gwen. "But, do you remember how cold it was on one of their ships?" He asked and she nodded. "I think they needed the cold to survive. Or at least be at their full potential."

"So they build these towers so they could be supplied with the cold weather." Ben finished with a nod. It made sense, at least from what he knew. "Then, if that is even remotely true, then we need to take that thing down and out. And possibly anymore we come across."

Kevin and Gwen nodded in agreement. "I know that you and I can do that… but I don't really feel like it." Kevin stated somewhat awkwardly.

Ben knew exactly what he was talking about and Gwen didn't. "You're still have problems with control after absorbing _his _power?" He asked, stressing that word. Kevin nodded slightly.

"The bloodlust is still way to much handle. I don't want to go on some mindless rampage. If and when I go on one, I at least want to be in control." He grunted.

Ben spared him a glance, "You will never control the bloodlust, Kevin." He shook his head, getting a narrowed, yet downcast look. "The entire thing, is getting used to it and integrating that bloodlust and energy into something else, rather than mindlessly destroying things." Kevin looked down before he sighed.

"I cant call you a liar because you've been dealing with it for longer than I have. So, I'll have to take your word for it, Tennyson." Kevin grumbled, not all that happy from Ben's blunt, yet honest answer.

"What are you guys talking about?" Gwen inquired quizzically with a little bit of irritation of being out of the loop.

Kevin looked ready to speak, but a sharp glare from Ben told him otherwise. "Don't. Not yet."

Kevin opened his mouth and when he saw Ben just shake his head, he sighed. "Fine. Whatever."

Just as Gwen was a speak, Ben spoke up once more. "Lets go. We can continue this conversation later. But we need to finish up here so I can do more research about these DNAliens." He ordered before he fully turned over to the tower.

"How are going to take it down?" Gwen asked curiously. "I mean, I have some powerful spells that might let me, but they're exhausting to use."

Ben and Kevin shared a discrete glance before the latter of the two nodded.

"I'll do it." Ben spoke up as he walked forward and cracked his neck.

"No offense, Ben… but are sure you can?" She asked with some uncertainty. Kevin looked at her before chuckling.

"Gwen, you have no idea where we're capable of." Was all he said and before Gwen could ask what he meant, a bright green flash of light blossomed from the Omnitrix and it would have caused normal people to cover their eyes from the bright light. However, Gwen and Kevin were far from normal and just stared at Ben's now transformed form.

Standing at nine feet tall, he had lime green lines running down his arms, back and head that resembled circuitry. His torso, backside of his arms, the front side of his legs were completely white. He had long arms that were able to easily touch the ground when standing at full height. However, underneath green lines, was black skin that ran down his face, back and the back sides of hands.

"Upgrade?" Gwen mumbled before her eyes lit up. "Of course, you're planning to merge with the machine to completely shut it down and destroy it from the inside out!" She realized.

Upgrade chuckled a small bit, "You could say that."

With that, Upgrade's body completely shrank to the floor and melded with it before he raced forward in a completely liquid form.

Gwen watched him leave and was astounded with how fast he was going. Hell, even in her current state, she could barely track him!

Kevin had no problem tracking Ben, as while he was in his Base Form, he was still plenty strong to and capable to track one of Ben's non-combatant alien forms.

Upgrade reached the tower within a couple seconds and he leaped onto the base of it, and the machine started turning completely black with green circuitry spreading through the black substance.

The DNAliens seemed both understand what was happening, and also not as they tired shooting the weapons that they were quipped with, firing blue lasers straight at Upgrade.

However, Upgrade's head rose from the machine and fired a green laser from the green circle on his face, creating a small sized explosion of power. Upgrade then shot a few more quick bursts of green energy, knocking four DNAliens of the platform. The other remaining ones tried shooting at Upgrade, but he merely shrunk back into the tower, something they were very hesitant to shoot. A half a second later, Upgrade rose from the ground behind them and slammed one his fists into the back one of their heads, knocking the DNAlien straight out.

Rapidly turning around, the DNAlien beside shoot a large, unstable beam of blue energy, however, he was knocked was soon knocked out from Upgrade rising from behind him and he slammed an elbow right into his neck, causing the alien to fall limp onto the ground, unconscious or dead.

His head twisting around like an owl, he scanned the platform to make sure there was no more DNAliens and he nodded as saw none before fully merging with the weather tower.

Immediately, Kevin and Gwen could see large, orange sparks appearing all around the tower before it started smoking heavily. A few seconds later, the entire weather tower blew straight to hell, earning a large mushroom cloud to appear.

Gwen looked worried about Ben, but she soon remembered that Upgrade had incredible regenerative powers and she had seen Upgrade survive from worse than an explosion of that size.

Ben soon came back walking over to them, completely unharmed and back in human for with his suit on. However, his face was still visible. "That's down and I think its safer if we destroy this entire plot of land." Ben explained, getting looks of confusion all around.

"Hey… how'd you do that?" The Pyronite spoke up for the first time. Earning looks of surprise as they honestly forgot that he was even there.

Ben stared at him and noticed the plumber badge on his chest, "So, are you a plumber? Or a plumber's kid?"

The Pyronite spoke soon after, giving his answer. "I'm a plumber's kid."

Ben nodded, "So, you're a hybrid, isn't that right?"

"Yeah… my dad was a Pyronite and my mother was human." He explained before extending his hand. "My name's Alan Albright, it's nice to meet you, Ben." He introduced himself.

Ben nodded as he extended his own hand, unbothered by the heat that radiating off his hand as they met grasps. "It's a pleasure."

"So, are we going to help them?" Alan asked as he pointed to the sheriffs that had been frozen with the beams that the DNAliens had shot from their weapons.

"You'd best wait." He stated. "We still need to finish up here and I don't want them seeing more then they already have."

Alan nodded in agreement, finding that to be the smart idea. "So, how did you transform into two different aliens? Are you a hybrid of three races?" He inquired quizzically, really interested at such a prospect. Ben shook his head and held out his left arm.

The suit that surrounded his left around started receding into his own arm, getting surprised looks. "Nano-Machines." He stated without even sparing them a glance.

The Omnitrix glowed an ominous green as Alan stated at the watch/gauntlet with shock and awe. "The thing that allows me to transform into aliens, is this device right here and its name is the Omnitrix; the most powerful weapon in all the Universe."

"H-How many can you turn into?" Alan asked shakily as he was more then curious to know the answer.

Gwen and Kevin listened on that, both wanting to know the answer.

Ben paused before spoke. "The last time I checked… I think I had used somewhere around 180,000… but there are approximately 1,143.810 genetic samples that I have yet to have used." He listed off casually, without blinking.

Everyone blinked a few times before their expressions transformed into shock.

"W-What?!" Gwen nearly shrieked in surprise and disbelief.

Kevin's widened as he stared at the Omnitrix with shock.

Alan just looked positively awed. "Wow… can you imagine with what you could do with that?"

"Actually I can." Ben stated. "I've had all the thoughts of greed when I first got this thing. However, I've changed since then." He stated cryptically before his suit rose up from his arm and covered his entire limb within a couple seconds.

"I believe it would be best to destroy this entire field." Ben stated, causing everyone to snap out of their stages of shock and disbelief. "When I was in the weather tower, I saw that there were multiple others that were being previously built. Its better to destroy them all before they could be later activated."

Everyone nodded in agreement, both agreeing that they should nip the bud before the problem could grow any further.

"And how are going to do that?" Alan asked, almost afraid to ask.

Surprisingly, Ben smirked. "Allow me to show you the pinnacle of a Pyronite's abilities."

Before Alan could even respond or think to respond, a bright green light flashed once more and a ten-foot-tall, magma-humanoid appeared within a flash of green. He had a muscular frame and his entire body was composed of bright yellow inner magma that were covered by dark red rocks. His head looked like a volcano, sprouting large, orange-red flames and on his shoulders were two miniature volcanos that sprouted miniature flames. On his arms, right above his wrists, were two blades that jutted symmetrically from his arm and on the very tip that curved, sprouted a small ember.

"Whoa…" Alan muttered and Gwen just mutely gaped.

Ben's human form wasn't the only one who had changed massively since they had last saw each other.

Heatblast looked at them before looking over to Alan. "Follow me."

Alan nodded slowly as began floating upwards, albeit shakily. Heatblast noticed he was struggling and decided to help him out. "Manipulate some rock underneath your feet and propulse off of that."

Alan nodded and he instinctually manipulated rocks and they started rapidly gathering underneath his feet and soon enough, a large rock formed, and he was now standing on it, while floating perfectly still.

"Use that to fly for now until you've gotten a better grip of your powers." Heatblast instructed and Alan nodded and smiled gratefully. "Now, follow me. I want to show what the Pyronite species are try capable of." With that, Heatblast easily flew through the air as Alan somewhat awkwardly flew behind him, trying to master flight while surfing through the air while using his Terrakinesis.

As they flew around two hundred feet into the air, Heatblast stopped, prompting Alan to do so as well and Heatblast floated backwards. He looked around at the all the weather machines that were inactive and still stuck in the ground.

"Watch and learn. And remember, this isn't even a fraction of what this species is capable of." Heatblast instructed before turned his hands over, pointed his palms to the sky. Once he did that, he closed his fiery eyes and he slowly began moving his hands upwards, centimeter by centimeter.

Gwen watched in shock as the ground started angrily rumbling before Kevin gripped her by the hip and two bug-like wings sprouted from his back before he leaped over into the sky, sixty feet upwards. She continued to watch as the _entire _corn field was lifted up and soon, it was nothing more than a floating continent. Dirt fell from the sky as the floating corn field further lifted higher into the sky. She then looked over to Heatblast and she could barely even believe that he wasn't even straining himself.

Heatblast then brought his hands together slowly before he clamped them together into a large ball. The floating piece of earth started forcefully merging together, becoming nothing more then a large sphere of rock and dirt.

Heatblast let his hands to depart from each other and before he raised them higher into the air before throwing them upwards. Upon doing that, the large ball of heavily compressed rock was shot straight into the sky like a reverse meteor being sent into outer space.

Alan stared at Heatblast with owl-like eyes, "H-How?"

Heatblast turned around and smirked, "Once you learn how to control your powers and uncover the mysteries of your form, you'll learn that there is much more you can do beyond the basic abilities."

Alan nodded slowly, a nervous and excited smile on his face at the mere prospect of being able to do that in the future. "Stop by and I'll give you some lessons."

"Ah- sure." Alan smiled as he awkwardly scratched his arm as they flew back to the ground and his Pyronite form evaporated. Ben noticed he seemed to have a decent grip of his abilities, but he lacked the experience using them.

Ben knew that he probably had a good bit of instinct helping him out with learning how to utilize his form, but he didn't know exactly how to use that instinct and mold it into something useful. Now, it was probably confusing him and causing him more trouble then what it worth, as his human instinct was most likely holding him back from trusting the alien instinctual mannerisms.

With a small flash of green, Ben had transformed back into his human form while fully suited up, his entire head completely covered up once more. He looked over and saw Gwen and Kevin jog over to them.

"I'm assuming by your show, that the weather machines are taken care of?" Kevin asked seriously as they squared off against each other again. Ben looked at him and gave the slightest of nods. "What of any other DNAlien?"

"There weren't any left. All of them that were stationed here, must've been solely working on the one Upgrade destroyed." Ben explained.

Gwen narrowed her gaze at his briefness before she spoke. "So, what now?"

A sigh came from him and a few minutes later, he responded. "Truly? We could just dump this entire situation onto the Justice League, and it will save us, a whole lot of trouble."

Gwen's lip curled slightly at that, as she didn't really want to just leave her problems onto the Justice League; people who she didn't even know, or had she even met. So, neither did she trust them, but it wasn't in her character to be so irresponsible.

Kevin just shook his head, his reasons for disagreeing with that path, being almost the same as Gwen's.

Seeing the expressions and silent responses from both of them, Ben tilted his head downwards slightly and gave another sigh. "Okay, I guess we go with option two; we form a team."

"Yeah?" Kevin questioned as he placed his hands in his pockets. "In case you don't remember Tennyson, but we aren't exactly on the closest of terms, you and cousin haven't seen each other in over a decade. Don't even get me started on the hybrid Pyronite."

Gwen gave him a small sneer Kevin's pessimistic words and views and Alan looked down slightly, feeling as if they neither trusted him or they all thought he was unreliable. However, he couldn't really blame them, to be honest. But, it still stung, no matter what.

Ben felt like banging his head against the wall, but he remained professional and calm.

"Look Levin, I don't care if we aren't on the best of terms." Ben stated. "Frankly, I cant be bothered to care. I just want to fend off this threat and go on with my life." He continued in a somewhat jaded manner. He was tired of fighting. He had been doing it constantly and honestly, he enjoyed fighting, partaking in battles. The feel of adrenaline pumping through his veins, the possibility of him being slain if he even made one wrong movement excited him. But, after doing nothing but fighting for a decade, exhausted him. Mentally and strangely enough, physically.

Kevin stared at the masked form of Ben before he sighed and nodded as he gripped the back of his neck. "Fine. I'll join this… team."

Gwen looked between the two, and it obvious that the two had developed more then a history while being in the Null Void and while she wanted to ask questions, she figured it wasn't the best of times for her to try such a thing. So, she merely nodded as well. "Count me in."

Alan looked at them and once he saw Ben turn his head towards him, his froze in his place, but he smiled uneasily when Ben nodded slightly. Slowly, he nodded and spoke. "I-I'm in as well."

Everyone looked at each other before Ben nodded. "If we're going to make this work, we're going to need a HQ."

"Yeah?" Kevin tilted his head. "How are you going to do that?"

Ben actually smirked, although, no one saw it.

"You let me worry about that."

**ZZZ**

**Before I get on with talking about the chapter, I want make something known. **

**Ben isn't a hero like Superman. Nor is he a villain like the Joker or Luthor. No, he's more of on the lines of Red Hood, as he has what it takes to do what needs to be done. My Ben isn't like the idealistic Superman. No, he's is like an Anti-Hero, who has what it takes to pull the trigger. Gwendolyn will not be grey like Ben is, but she will be more on the lines of, 'I know that some people are irredeemable, but I will not pull the trigger.' She is not like Ben. No, but nor is she like Superman, Batman or even her canon self.**

**For everyone that is upset about Ben killing the DNAliens, I want to say one thing first. **

**He doesn't know about them being formerly humans. All he knows, is that they're alien. And plus, if you're still mad about him killing aliens, you should be mad about Superman and pretty much the entire Justice League as well, as the whole 'No Killing' rule that they so 'abide' by, gets thrown away completely when dealing with aliens.**

**Gwen and Kevin don't know either, so that's why they seemed uncaring if they died; they were enemies and not humans. Its like that in the comics and in the tv shows. **

**(1): Gwen's appearance is that of OS2's (from the Ken 10 episode) Gwendolyn's appearance. She looks like her, but with the description that gave her. **

**Pyronite's can control rock and that is what Terrakinesis is; the ability to control materials such as rock, dirt and sand. And according to the Ben 10 Wiki page, Pyronites have affinity for limited Terrakinesis. However, I don't see why it has to stay limited. Ben had trained in furthering his ability to control his Terrakinesis while in the Null Void and that is what caused him to be able to control hundreds of tons of rock, soil and dirt with ease. Plus, Pyronites are made out of rock just as they are made out of fire and magma. So, why should he only be able to have limited control over Terrakinesis, when he has perfect control and immunity to Pyrokinesis, when he's made out of rock, just as he's made out of fire and magma? **

**Also Kevin will be powerful as well, as he had been fighting against Ben and Vilgax for over ten years. It would be stupid for me to have him not grow in power. Also, he won't be able use complete forms of Ben's aliens like he could do in the beginning of the OS. No, he can form parts like forming Stink Fly's wings or Heatblast's Pyrokinesis. However, it isn't nearly on Ben's level. Kevin will be powerful, but it wont be anything compared to how powerful Gwen or Gwendolyn is going to be. **


	3. Chapter 3

**Warning: This story contains explicit scenes, heavy violence, foul language, unrealistic proportions and actions regarding the human body as well as other contents suited for mature readers only. If such content does not appeal to you and your preference, kindly leave. **

**Hello to all, I am back with another chapter and I hope you all enjoy it. I don't have anything to say, so may as well kick this chapter off. I hope you all enjoy and don't forget to leave a review and favorite the story if you enjoy it. **

**ZZZ**

After Ben's encounter with his cousin and longtime enemy, they freed the frozen police officers and left before they could fully become conscious. So, they all assumed the officers just woke up in the middle of nowhere with no memories from the past twenty-four hours, as Gwen had used a convenient spell that should have wiped their memories clean. They had then left the Texas country fields and made their way over to Ben's temporary base. However, Ben had decided to let Alan go home and pack up some of his stuff so he could have clothes and other necessities.

So, it was just Ben, Gwen and Kevin.

As they walked inside, they looked around, confused as they thought the place would be bigger. However, Ben saw that coming and turned to them with his suit still covering his entire body, including the Omnitrix.

"I was going to get around to upgrading and upsizing the place." He stated, earning looks.

"How? There other buildings surrounding this place." Gwen stated and Kevin silently shook his head.

"No, there isn't, Gwen." Kevin told her, prompting her to look at him confusedly. "It's a piece of alien tech that masks a set area and pulses a large illusion field around it, allowing the user to make up what ever they like." Kevin explained before he shot Ben a look. "I'm assuming that there isn't another building around here for another hundred blocks."

Ben nodded. "A hundred and fifty." He answered to be exact. "Upgrading this place is quite easy, but I never found a reason to do so. Well… that was until now."

Before anyone could say anything else, a large green flash erupted around Ben's form.

Once the light died down, they saw Upgrade standing in Ben's place.

Once again, before they could ask any questions, Upgrade shrunk before morphed himself into a circular piece of green and black substance and he started rapidly enlarging.

Within a second, he had encompassed the entire room and that caused both Kevin and Gwen to close their eyes as everything went black for them. However, once they opened them, they saw themselves staring at a very large building from the outside looking in.

The building was large, being around six stories tall. It looked to be entirely composed of stone. It square in shape and in the center of the roof of the place, rested a large pole-like structure that held a glass elevator that led upwards into another building around sixty floors upwards. The building all the way up there, was largely circular and in the center, was the green Plumber insignia that glowed brightly.

"Wow…" Gwen mumbled, and Kevin grinned.

"Badass!" He cried 'manly' as stared up the large tower that connected to the stone building.

Upgrade came from the floor and formed completely, although he looked a lot smaller and only appeared three feet tall. He also appeared to be sweating profusely and honestly, Gwen didn't even think Upgrade _could _sweat.

"I wont be able to do that again for a while." He mumbled as he took a few deep breaths.

"What's wrong?" Gwen inquired as she looked at her transformed cousin with worry.

"I merged my very being and formed matter with it. Hence how I made a building not entirely made out of tech." Upgrade explained. "I had to use my very being to form it." He further explained before Upgrade transformed back into Ben with a flash of light.

"Oh…" she mumbled, clearly not expecting such an answer.

Ben looked down at Gwen's arm suddenly and noticed something. "So, you got the Charms of Bezel back."

Gwen looked at her own arm and smiled. "Yeah, after I graduated from High School at sixteen, I ran into Hex and he somewhat found a way to resurrect them and re-forge them, better than ever. However, me and grandpa were able to beat him a while later and I was given the choice to keep them or destroy them. Like I did before. But, I decided to keep them and ever since, I've been training with them and actually began helping around Bellwood. You know, doing small work, like stopping bank robberies and stuff like that." Gwen explained with a smile.

"I go by Gwendolyn now, by the way." She informed him as an afterthought.

Ben nodded slowly, smiling inside. "Well then… Gwendolyn." He started, testing the name as it rolled off his tongue and smiled even larger, liking it. "I'm happy for you. I was worried that you would be blaming yourself, about after the incident."

Gwendolyn sighed at hearing that, "In the beginning… I did." She admitted. "Though, after meeting someone a few years ago, she told me to stop living in regret and live freely. Ever since then, I've been training in magic and martial arts. I even graduated Collage years early."

"I always knew you'd become a nerd." Ben tried joking, feeling some of that old spark that he had long since discarded… long, long ago.

Gwendolyn giggled a small bit at the nostalgic, cocky and taunting reply. "Even though I can't see you, I know your smiling." She stated before smiling warmly. "I can hear it in your voice."

Ben blushed a small bit and Kevin groaned.

"For the love of- just kiss already!" He yelled as he threw his hands up, being oddly dramatic and comical and he stopped out of the vicinity, leaving the two alone.

The two blushed, although Gwendolyn was blushing a lot more then Ben was. However, after a few moments of silence, Gwendolyn spoke once more, being a little more hesitant.

"Why- why do you wear that mask or helmet all the time?" Gwendolyn inquired confusedly, earning a sigh from Ben.

"Sorry… it's just hard, ya know?" He asked, slightly ashamed at being, in his mind, a coward. At seeing her unrelenting confused, yet curious face, he continued grudgingly. "It's just… hard… to trust." He spat out, looking the other direction, catching Gwendolyn by surprise. "It's not that I don't trust you, it's just my subconscious and my instinct that's telling me not to. And since my instinct has saved my life millions of times over in the past years, I've gotten to a point where I don't even question my instinctual outbursts and had learned to purely run off of instinct. Since I didn't really need to do much else then fighting in that place, it was for the best. But now… when I'm not fighting for my life 24/7, it's been hard to adjust trying to live normal. And frankly, I can't do it. I can't stand the impulses and violent thoughts, while trying to live that normal life."

"Its gotten to the point where I can't even choose between the other. I don't even have a choice… or at least, a choice at the moment." Ben said once more, referring to the choice he made ten years ago when he sacrificed his freedom to allow Gwen to keep her own.

Gwendolyn stared at him and looked down, feeling once again, oddly guilty for having him feel that way. Ben saw that and walked up to her placed a hand on her shoulder, earning a look.

"I don't blame you; I don't blame anyone." He shook is head. "I made the choice to stay in the Null Void myself. No one else forced me to stay." And with that, Ben walked away, leaving Gwendolyn alone to think about their conversation.

**ZZZ**

**1 Month Later **

It had been a sum of a few weeks since he met up with his long time cousin that he hadn't seen in ten years.

Over that time, Gwendolyn had frankly gotten sick of his quiet, antisocial personality and made it her personal mission to get him out of what ever rut he was in. However, it was much harder then she thought it would be. Though, she was successful, as she managed to get him to talk more, hang around and just be at least somewhat normal. Even though, he knew he wasn't. He didn't pretend to be the same Ben Tennyson as he was before he went into the Null Void and for that, Gwendolyn was privately grateful for.

So, they spoke regularly and talked about all kinds of different stuff.

However, as they talked, Gwendolyn started leaving subtle hints of something Ben couldn't quite understand.

Like, at first, it started by her touching him really every chance she got. It wasn't weird or anything, but more like glancing touches and such, but it never went over that. Then, she started winking at him in random times and all of sudden, at seemingly random times and she would just blush and act awkward suddenly at weird times when they were just talking. Ben didn't really know why she did that, so he just shrugged it off and ignored it. As, he had no experience whatsoever about romance or anything of the sort, which left Gwendolyn completely frustrated on the inside.

However, that finally led to Ben, Kevin and Gwendolyn all gathered around in a room as they sat around a small circular table. Gwendolyn had a serious, yet worried look on her face and Kevin just looked as impassive as always. However, Ben remained still, and no one knew what he was doing, as he still had his suit on, something he still refused to take off, for whatever reason.

"I'm telling you; I just want to go see if Ken's alright." Gwendolyn stated with a heavy sigh, worried for her older brother. Kevin shot her a look and nodded.

"Okay, you want all of us, to go make sure your brother's okay?" Kevin asked confusedly, wondering why she was so worried. "I mean, I thought you two were busy looking for your grandfather." He said after a few moments of silence.

Gwendolyn nodded, "It's just, he just got out for Spring Break and he hasn't called, nor was he at home at all. I tried calling my parents, but they said that they hadn't seen him." Gwendolyn explained. "With these DNAliens everywhere, I don't want to take any chances."

"And you don't have any spells that could track him or find him?" Ben asked seriously. He didn't know who Ken was, but he sounded like someone special to Gwendolyn and she sounded honestly concerned. Gwendolyn shook her head.

"No, I don't." She shook her head. "I've been looking as well, and I haven't found any search and retrieval spells. I even searched the spell book that Charmcaster gave to me."

"Wait." Ben interrupted, causing them both to look at him. "Charmcaster? The same crazy witch who nearly killed both of us half a dozen times over? That same Charmcaster?" He asked, wanting to make his memory was serving him right.

Gwendolyn sighed, but nodded. "Why would she of all people give you something that belonged her?" Ben asked.

"It's because we're friends." Gwendolyn stated, causing Ben's eyes to widen. Knowing that Ben didn't believe her, she explained. "A few years ago, Charmcaster had actually grown some since then and after getting beaten by Hex again and she ran away. She didn't have any friends at the time and the only person who could have helped her, was me. So, against her pride and, at the time, hatred for me, she sought me out. Ever since then, we've been best friends for years."

Ben stared at her for what seemed like hours before he gave a small sigh. "So, she's changed then?"

"Yeah," Gwendolyn answered after a few moments with a certain and a confident look in her green eyes.

"Okay…" Ben nodded, wrapping his head around the fact that Charmcaster, who hated Gwen more then anything in the world, had actually befriended her. "So, you want to look for your brother, Ken. Right?" He asked, earning a nod from Gwendolyn. "Okay, we'll look for him."

And with that, Ben stood up, prompting everyone to do so as well. "Okay, first things first." He started, getting nods all-round. "Where was he supposed to go for Spring Break?"

"Before that," Gwendolyn started. "He called before and said his car broke down in a town named Santa Mira."

Kevin nodded, "Then that's the first place we'll look." He said with a tone finality, earning nods all-around. "Let's pack-up. We'll go in my car."

Ben looked at him, "You have a car?"

"Yeah…" Kevin led off, wondering where Tennyson was going with this.

"Why do you need a car?" Ben asked, his tone hinting with some incredulousness. "You can fly faster then the speed of sound in your sleep."

"Hey!" Kevin muttered, affronted. "A guy can't have a hobby?"

"You're a moron, Kevin." Gwendolyn muttered as she shook her head, shooting a dry look over at the Osmosian.

Ignoring the indignant 'Hey!', Ben and Gwendolyn both stood up and started walking away. Kevin pouted somewhat before standing up as well and he quickly jogged over to catch up.

As they left the building, the stood outside and looked around, all of them unbothered as pouring rain fell down upon them.

"I don't see a car, Kevin." Gwendolyn stated, a small teasing smirk on her face. Kevin shot her a dirty look before he smirked arrogantly.

"Watch and learn, sweet cheeks." He chuckled before he took out a small spherical device out of his pocket and underhand threw it forward.

Everyone watched as the small, green and black layered device bounced on the ground before it started rapidly morphing in shape until it formed a green and black painted 2018 Dodge Charger SXT.

"I don't know what I expected." Gwendolyn muttered before she walked forward and opened the car and got in the front seat.

As Ben walked forward, he stopped suddenly when he felt a hand grasp his shoulder. "Do you even think about getting in my car that suit, Tennyson. You're like eight feet tall in that thing."

Ben shot him a dirty look, though it didn't matter as his face was covered. Although, Kevin could guess that he shooting him one.

Ben shook his head before the helmet part of his suit retracted back into the collar part of it, leaving his head out for view. His entire suit then started rapidly shrinking until it was no more and completely dissolved back into his body. Kevin watched the entire process happen and he couldn't but look impressed.

Now, Ben was revealed to be wearing a monochrome, form-fitting, black body suit with a pair of black shorts, black durable spandex underneath it that wrapped around his legs and feet completely and a black hoodie. His feet were shoe-less, but the extremely durable spandex-like material made for some nice, very thin boots. Which shouldn't have even been classified as such, as those 'boots' were thinner than the average pair of socks. The entire outfit hugged his muscular figure nicely and he shot Kevin one last dirty look back flipped on his hoodie and began walking over towards the car.

"You are so getting me one." He muttered as he watched the entire process of the suit synching back into his body, leaving no trace of the extremely bulky, durable and concealing body suit.

"Dream on, Levin." Ben shook his head before he opened the back-seat door and got in.

"Ah, c'mon!" Kevin whined as he looked at Ben through the tinting windows. "Not even one?!"

All he got was a blank eyed stare and he finally gave up with a depressing sigh. Jogging over, Kevin slipped inside the drivers seat of the car and once he got in, the car immediately started itself.

"So… about that suit-,"

"No, Kevin."

"Awww~"

**ZZZ**

After driving for about two hours, they drove straight past a large sign.

"Welcome to Santa Mira…" Kevin led off as he stared at. "Well don't I feel welcome." He muttered as he stared at a depressed looking town with no one in sight at all. It was pitch black out, heavy rain poured down and there wasn't a single living person in sight.

"Hate to agree with you, but I can't help it." Ben admitted and spoke for one of the first times since they had started driving. He had to admit, the place did seem extremely depressing and he had to wonder why a collage student would want to spend their spring break here. It just didn't seem right. "Say, what is this brother of yours like anyway?"

Gwendolyn looked at him from the mirror and responded. "He's a pretty cool guy. He's loyal and a nice person." She summed up after a few seconds.

Ben nodded slowly, processing the simple description. "If he was such a cool guy, why spend his spring break here, of all places. Why not spend it in Miami or Cali?" Gwendolyn rolled her eyes slightly before responding.

"Oh, give him break. He didn't have a choice at where the Awesome Mobile would break down." Pure silence followed after that and Gwendolyn could hear the barely restrained laughter from Kevin as he looked ready to combust from laughter. Seeing that, she looked at him with an annoyed expression.

"The… The Awesome Mobile." Kevin chuckled as raised his hands and acted like he making a rainbow with them. "I may not have been on Earth in over ten years, but I don't think anything like that was in style back then." He chuckled. "Hell, I'm pretty sure you would have gotten shot for naming your car that."

"You're intolerable," Gwendolyn huffed, although there was no real bite in her tone, as she did _somewhat _agree with Kevin that the name was a little childish.

Ben was staring at the two the with some amusement and the reason why he didn't laugh like Kevin was, was because he had a lot more self-restraint and control over his emotions. He agreed hole-heartedly that the name was laughable at best.

"Okay, so we find the car and link it back to Ken." Kevin stated easily. "Then, we find your brother and we can go home and do whatever."

Gwendolyn nodded slowly, processing the extremely simple and unthought out plan. "Okay… then lets do that. After all, how many repair shops or garages could this town have?"

**ZZZ**

"You just had to say that… didn't you?"

"Oh hush."

"No, seriously. 'After all, how many repair shops or garages could this town have?'" Kevin recited in his best Gwendolyn voice, while adding a tone naivety into it, earning a smack up the head by the woman in mention.

"If you two are finished bickering like children." Ben stated as stared through a window. "I think I found his car. Or at least, one that matches the description that you gave me."

Gwendolyn looked at him before she made her way over to the widow and peered right through it. After a few seconds, she nodded and moved back. "Yup, that's it."

"Fantastic." Ben said from right near the door and without any effort, ripped the doorknob off the door and lightly the pushed the door open. He then chucked the piece of brass to the side and into the bushes without care. "C'mon, lets finish this frog and pony show."

"With pleasure," Kevin breathed as he followed Ben inside while having Gwendolyn trail behind him. However, once he saw Ken's car, he cracked a teasing grin over at the red head.

"Cool car for such a cool guy." He chortled as he jerked his head to the side, motioning to the car.

"Leave the car alone, Kevin." Gwendolyn said calmly. "Not everyone can afford alien tech cars that cost more then a few million dollars."

Kevin blinked at her casual and calm rebuttal. "Sure, okay."

Ben then walked over towards the car and unhooked the hood and looked inside. Immediately his gaze was captured by a small, pink and black piece of tech that attached to the transmission. He reached down and plucked the piece of tech off it and held it in his hand and stared at it for a few seconds.

"A mini EMP grenade." He muttered before he looked over at Kevin, who was searching through the car. "Hey, Levin!"

"Yeah?" He asked back without looking up from what he was doing, not interested in what Tennyson was about to say.

"You want a few grand?" Ben asked and Kevin's head snapped up, nearly hitting the roof of the car.

"Say what- oh sure, gimmie." Levin stated as instantly recognized what was in Tennyson's hand.

With a bored chuck, Ben tossed it over to him and he caught with his ease and pocketed the device wordlessly.

They continued searching the car for a few more minutes until Ben and Kevin heard footsteps coming from the front door and another crack of lightning echoed through the air, reverberating through the entire room.

"Mind tellin' me why you folks are in my garage?" A man questioned in a country accent as he walked forward.

The trio turned around and stared at the two new comers. The one to left was a decently tall, middle-aged man with green eyes. He wore a green shirt and black pants along with a beige colored overalls. He also wore a red hat and black sneakers.

The one to the right was a slightly shorter man, being around five foot nine inches tall. He wore a grey colored t-shirt, blue denim jeans, brown sneakers, and a red open jacket with his presumed name on the chest part, right over his heart. He was carrying a small, Styrofoam lunchbox and as the one with green eyes started walking forward, he placed the box down at his feet.

"Ya want I should call the sheriff?" The man in the red jacket asked with a tone that screamed barley concealed insanity.

Ben stared forward at them with some amusement. "You really think you two dipshits intimidate me? Please, get a life and go to a dentist or else someone might start mistaking your mouth for a traffic light."

The man with the overalls just cackled slightly, actually enjoying the taunt that was told to his partner. "He got ya there, Shin."

Now, Ben's eyes narrowed slightly, _'Shin? His name's Shem.' _Ben thought as he read the name tag on the shirt of one who he insulted._ 'DNAliens…' _Ben realized but showed no outwards reaction.

The two walked forward, their grins becoming nothing short of insane. However, they were blindsided by an arm that was covered entirely out of metal and they were knocked out soundly.

Gwendolyn looked at Kevin and just as she was about to speak, Kevin spoke, already knowing what she was going to say and decided to stop her there as he knew what she was going to say.

"Those weren't humans. They were DNAliens." Kevin stated and Gwendolyn looked at him in surprise before she aimed her right hand at them, and the Charms of Bezel glowed to life.

Immediately, her eyes shone with a pure silver/golden shine and the two humans suddenly glowed as well. Then, their appearances drastically changed to that of slight humanoid bodies with beige coloring, large black hands with glowed fingers. At the bottom of their stomachs, rested what looked like their own internal organs that went straight up their gruesome head. Which was purple and in the center of them, rested a black outlined, green eye with large red pupils and above that, was their brains which were exposed. Over all, they looked like very gruesome and ugly creatures.

"I expected so." Ben nodded.

"So, what now?" Gwendolyn questioned as she stared down at the downed aliens.

Ben answered immediately. "That's easy; we torture the information out of them and find out where your brother is."

Gwendolyn looked affronted by the idea of torturing something and vocalized it. "You can't be serious, Ben! Those are living beings!" She shouted angrily at him, however Ben looked completely unfazed.

"You want your brother back? Yeah, well they have him and tell me Gwendolyn, do you want to be blamed for what might happen to him if we don't get that information?" He asked, his tone completely calm. She looked ready to retort, but Ben continued. "The world doesn't care, nor does it revolve around your moral compass. They wouldn't hesitate to do the same to you if the situations were reversed. The world is much darker then you think, and it doesn't revolve around your own beliefs."

Gwendolyn looked down for a few seconds before she looked at Ben with an impassive glare. "You've changed, Ben."

"Yes, I have." He agreed. "Things grow, change and evolve. I may not be the same person I was, but I care for you Gwen. More than you can imagine, and I won't see you hurt because you cant stomach the idea of doing what has to be done. You said you wanted your brother back? Yeah, well I'm doing everything in my power to make that happen." With that, Ben turned heel and roughly yanked them both up by his hands and dragged them outside. He left Gwendolyn and Kevin there, processing just what happened.

After a few moments, Gwendolyn somewhat turned to Kevin and spoke with concern and confusion. "You've been around him, right? You know, in the Null Void." She started; her tone laced with uncertainty.

Kevin looked at her, wondering what she was getting at.

"Has… has he always been like this?" Gwendolyn asked as she stared at the spot Ben previously stood in.

Kevin stared at her before he shrugged his shoulders. "I don't know. We didn't talk much. We mostly fought. That is all. However, I noticed that he and I changed accordingly to survive. I don't know him. All I know, is that he and I did things that we both regret. But I also know that we did things that we don't regret while being in there. We did things to survive and to that, we don't regret doing."

Hearing that, Gwendolyn sighed miserably, old guilt returning. "I-I just wish I could have been there for him."

Kevin spared her another glance, "Yeah and I'm sure some others do as well. But, that's in the past. We're in the present. Stop mourning and learn to move on. Ben and I learned that lesson a long time ago. It's time for you to learn it as well." With that, Kevin then left the room to get some air and much needed privacy.

Gwendolyn watched him leave and gave a miserable sigh, wondering what to do.

**ZZZ**

"Look, I told you! I don't know where my grandfather is!" A voice shouted, his voice lacing with fear, anxiety and anxiousness.

In the center of a room, sat a young man, around the age of twenty-five years old. He had auburn colored hair and green eyes. He had a slim figure, showing that he wasn't all that athletic. He wore a pair of brown pants, a white t-shirt and an open blue jacket.

"And I believe you," a voice answered in stride, speaking in a nasally, stuffed up voice.

The young man blinked before he spoke slowly, "W-Who… who are you people? Who are you?" He asked anxiously, as not only did the appearance of the person, _thing _in front of him freaked him out, but the thing was strong as hell. It practically man handled him without any effort, and he was a grown man! He may not have been all that strong, but the thing was way stronger than any normal human could have been!

"I'm glad you asked, Ken!" The creature spurred with a louder, more excited tone. "I really think the _best _way to get to know someone-," it stopped momentarily as it reached over into a Styrofoam lunch box and pulled out a small creature that resembled itself largely. Only smaller and way more compact. "-Is to walk a mile in their shoes!"

The now named Ken shivered in fear as he stared that thing that rested in the creatures large, clawed hand. "A-And what is that? What is that thing?!"

If the creature had a human mouth, Ken would have recognized the largest, malicious and hungry smirk ever grace its face.

"_My shoes…" _

Desperate screams of pain followed soon after, the voice becoming deeper, raspier and even sicker as the scream went on. However, as it ended, a body fell to the ground in a clump, the noise echoing through the room and through the half open door and into the hallway.

**ZZZ**

It didn't take long to get the information out of them. They were both cowards and within a few minutes, they were already squealing for mercy. However, Ben gave them a simple ultimatum.

"Tell me what you know, and you live."

And they cooperated soon after that and they both told Ben that they kidnapped Ken to lure Max Tennyson to the Hatchery.

Ben followed up with the arrangement and knocked them out and sent them to the Null Void via an invention that he made a weeks before named a Null Void Grenade.

It acted like a Null Void Projector, only it was more compact, and it sent anyone within a three-foot radius of the grenade to the Null Void.

All he had to do to make it, was to take some of the components from the Null Void Projector and made it smaller and weaponized. It worked like a charm after a few test runs and those dip shits, were the first ones he had sent to the Null Void with them.

After that, he got together Kevin and Gwendolyn and left the place. He soon filled them both in on the situation on what they told him while they were driving.

They drove for close five minutes until they arrived at the Hatchery.

The trio exited the car and sprinted through the front gate, which had a large hole in it, allowing them better and easier access to the Hatchery.

As they stopped, they all knew that they had to enter the place without getting caught or risk Ken getting killed. So, Kevin walked forward and looked down in the green water before them.

"We have to, don't we?" He mumbled, not happy at all.

Ben ignored him and looked off to the right. "Weather machine." He noted, causing everyone to look to the right and indeed, there was one of those weather machines that they had destroyed sometime ago. "So, they are capable of mass-producing them."

"It would seem so." Kevin muttered before looking at the green water. "So, we're going to have swim through?"

"Yup." Gwendolyn muttered, false cheer in her tone. She then walked forward and cleared the small wall blocking the green water and began trudging through it. Kevin soon followed suit, but he first touched the concrete below and fully encased himself so that he wouldn't get any of the liquid on his clothes or skin.

Ben had then transformed into one of his best aquatic aliens.

In his place, was a tall, seven-foot-tall, grey scaled alien. His skin or scales were completely grey/green in color, and he wore black-like clothing that covered his crotch completely and over his left shoulder, was the same material with the white, black and grey Omnitrix symbol. It also had a large mouth with large shark-like teeth that bared down each other and was completely visible. Pearl colored eyes and an eight-inch-long appendage with a glowing orb at the end of it on his forehead. Around his neck, were fish gills that allowed him to breath under water. Below his elbows, were green fins that presumably helped him swim. His hands were webbed together like frog legs and his fingers claw-like and looked extremely sharp. His feet were duel edged and held webbing in between them.

"Are we ready?" Ripjaws asked in his usual, deep, gasping voice.

Kevin and Gwen both nodded their heads and Ripjaws walked straight into the water and they began trudging along, occasionally looking around to make sure they weren't being watched. However, after a few minutes, Gwendolyn looked at Ripjaws weirdly.

"I thought you couldn't breathe outside of water?" She asked seriously.

Ripjaws spared her a glance before he spoke. "I can't. But I've learned to survive a lot longer without it. At the moment, I can go around forty minutes without water." He explained, earning an understood look from Gwendolyn.

After a few moments, they got to a fence that was blocking any further entry and Gwendolyn spoke up. "Looks like we have to swim further."

They all nodded before they dipped underneath the surface, all of them swimming through the green liquid with ease, especially Ripjaws.

However, Gwendolyn and Kevin did have somewhat of a troubled time seeing through the oddly thick water. But, Ripjaws had no such problem, as his species were used to swimming through such polluted and thick water. In fact, it was easier for Ripjaws to swim through polluted waters then clean waters.

They all rose up through the water, each of them looking completely calm as they did so. Although, Gwendolyn just release a small burst of magical energy to get some of the water off her face so she could see better.

"Ah… nice and wet." Ripjaws muttered, as he generally enjoyed the water and as when he was Ripjaws, he hated being out of the water. It was always uncomfortable. But he learned to get used to it, he supposed.

Gwendolyn walked ahead, her eyes scanning across the water, but she froze slightly, and her eyes widened when she felt something slippery jolt past her leg. However, instead of panicking, she continued walking and a few seconds later, a purple tentacle shot straight from the ground and immediately Gwendolyn's eyes glowed a bright gold and she uttered a few words under her breath.

Immediately, a large wave of magical power propulsed straight from her form and exploded off all the water around in twenty feet radius. Ripjaws and Kevin both looked behind them and they both saw her do it. But they also saw Gwendolyn kill at least thirty small, DNAlien looking things and they were all disintegrated in the blast.

As the golden light vanished, her eyes returned to normal and blinked in surprise when she saw both Ben and Kevin staring at her. Kevin with nonchalance and Ripjaws looked at her with an impressed gaze. However that vanished within a second as he turned around, all business-like once again.

"Lets go. We don't have much time. No doubt the DNAliens noticed that. So, lets make haste." After saying that, he dove straight into the water and began swimming at around thirty miles per hour.

Gwendolyn narrowed her eyes at that before she too dove into the water, followed by Kevin.

As they arose, they immediately froze as they found themselves surrounded by hordes of DNAliens. The ones closest to the group, had laser rifles and they had them aimed directly at the group.

Kevin looked around warily, mentally counting how many were there and where the weakest link of the group was. Gwendolyn was thinking of which spell to use that might let them be able to power through the entire group with ease so they could get to her brother quicker.

However, as both Kevin and Gwendolyn blinked, a white and black afterimage appeared all around the room before all the DNAliens collectively either dropped to the ground or dropped into the water, completely motionless.

They both looked around until they saw XLR8 on the metal walkway, standing right over a DNAlien. Gwendolyn's eyes widened in surprise when she found each and every DNAlien around them, completely fainted. There must have been over forty of them and Ben had taken them all out before they could even blink!

"Ben?" Gwendolyn blinked as she recognized XLR8's changed body. Not only did he get taller and more muscular, but he no longer appeared blue, but white.

"Lets go," he hissed in his usual raspy voice. "You want to save your brother, right? Then lets go."

Kevin wasted no time as he leaped out of the water and on to the platform on which XLR8 was standing on. However, he crouched down and placed his hands on the metal and absorbed it, coating his entire body with durable metal.

Gwendolyn soon followed after him as she floated upwards with a burst of magic. "How did you do that? I don't remember XLR8 ever being that fast."

XLR8 lightly flicked his tail at her, "Its simple; all my aliens, even without training, get stronger as I grow older. XLR8 is of no exception. I can circle the entire planet three times in a single second with laughable ease. Do you really think its impossible for me take down some canon fodder in half that time?" He asked rhetorically.

"Circle the entire planet-," she muttered, processing that as they began walking down the halls of Hatchery. However, they stopped when they heard another set of footsteps hurriedly trek through the halls and they immediately turned around.

Running towards them from the platform, was what looked like another DNAlien. However, that one looked different then the rest, XLR8 noticed. For one, it's face half like the others… and the other half, was that of a human's.

Gwendolyn saw the fact of the DNAlien and lowered her arms slightly, her eyes widened in shock as she stared at a identical and very recognizable set of green eyes. "Ken…?" she led off and Kevin and XLR8 both heard her.

"That's Ken?" XLR8 hissed with his visor up. "The genetics must have skipped a generation."

However, as the DNAlien or Ken ran towards them, XLR8 sped forward, ignoring the call out for him stop. However, when Gwendolyn blinked, she just saw Ken crouching onto the ground.

Quickly, Gwendolyn came running over and immediately began checking Ken over, making sure he was healthy. However, his immensely changed form was an immediate flag to that notion.

"What's happened to him?" Gwendolyn asked softly, internally heartbroken at the fact that her brother had somehow been turned into a DNAlien.

XLR8 looked at him with his visor up and slowly, a green light past the entire faceplate and XLR8 spoke seriously.

"The Omnitrix says that his DNA structure is heavily damaged. Almost beyond repair. Apparently, the DNAliens have somehow found a way to genetically change normal humans into one of their own." He explained.

"Can you help or even fix him?" Gwendolyn asked hurriedly.

XLR8's visor glowed green once more before he nodded slowly. "Yes, I can return him back to normal." Once he said that, a bright green flash of light appeared, and Ben emerged back in human form.

He crouched down and held the Omnitrix in front of Ken before he spoke calmly.

"Omnitrix, repair genetic damage." He commanded and immediately, a green laser appeared in front of the Omnitrix symbol and scanned Ken's complete form.

"**Repairing… Repairing…" **The Omnitrix interface spoke in a mechanicalized, monotone voice before a bright green flash arouse around Ken's form.

Kevin and Gwendolyn looked away slightly before the light died down the next second and there stood Ken's completely normal and changed human form.

"**Power Reserves at 98%." **The Omnitrix reported once more before everything went quiet.

"H-How?" Gwendolyn muttered, as she had never seen the Omnitrix do that before.

"The Omnitrix doesn't just allow me to transform into aliens, but it also allows me to heal and recreate Alien DNA." Ben briefly explained. "Cool, huh?"

"Yeah," she muttered once more before they heard Ken groan as his eyes re-opened. "Are you alright?"

Ken groaned once more before his widened in panic, "I captured Grandpa Max!" He nearly yelled as looked around in panic. He looked at Gwendolyn with eyes filled with guilt. "I'm sorry, I didn't mean to! I-I didn't even know what I was doing! It was like… it was like I was watching some sort of movie and I couldn't do anything!"

Gwendolyn stopped his rambling there as she placed her hand on his shoulder, "No one is blaming you, Ken. Trust me. We'll get him back. Now, where did you take him?"

Ken closed his eyes and winced, delving deep into his memories. "I just left him in the room at which he found me. And the others came and took to some sort of room."

Gwendolyn nodded, "That's fine. We got something. Now, we have a car outside. I want you to get inside and stay there until we get back."

"No!" Ken hurriedly shouted, startling. "I made this mistake, I-I at least want to help fix it." He said, almost pleading. Gwendolyn bit her lip before she sighed.

"Fine, you come. But stay behind Kevin." She ordered and Ken tiredly smiled and nodded. "Good, lets go."

**ZZZ**

It took around five or so minutes, but they were finally able to find where they had taken Max and they quickly barged through another room. Luckily enough, there he was, sitting down, strapped with what looked like thick, red vines.

"Gwendolyn!" He shouted. "Over here!"

The woman in mention smiled in relief as she quickly made her way over to him.

Kevin and Ben followed suit, although they were understandably on edge. It sounded too good to be true. Their instincts were telling them to watch out for traps and a possible ambush. As they had used Ken to bait Max there, why wouldn't they use Max to bait Ben or even himself there?

Gwendolyn uttered a few words under her breath and immediately she created a small golden construct of magic and sliced through the vines that were restraining him. Max then stood up and embraced his granddaughter in a hug with a smile, something of which Gwendolyn returned.

"Its good to see you." He muttered before turning to the other two. He recognized Kevin, but the second he saw another pair of green eyes and dark hair, his hear almost stopped. "B-Ben?" He asked shakily.

Ben allowed a small smile to creep onto his lips, "Its nice to see y-," he was cut off by the old man death grip of what he called he hug. "Damn old man, you sure your not an alien? No sixty-something year old man should have this strength." He rasped, but he returned the hug as best as he could.

"How did you get out?" Max asked as they separated.

Ben looked a little awkward. "I used the Galvan's brains, followed up by a Planchaküle's building genius and a Galvanic Mechamorph to build a Null Void Projector."

Max's eyes widened, "You built a Null Void Projector from scratch? That must have taken you years!"

Surprisingly, Ben shook his head. "No… I could have gotten out a lot earlier. But… I decided to stay in and keep Vilgax there so that there was no for him possibly return to Universe and even Earth."

"You could have gotten out earlier! But yet you didn't want to?!" Max nearly yelled and Gwendolyn looked a bit mad as well, as this was the first time, she was hearing that part of the story. At Ben's slow, yet nonchalant nod, Max sighed. "You stupid boy. You stupid… no good, noble child."

Ben actually found himself laughing a little at that, while scratching the back of his head. Now, that was a bit of a surprise to Gwendolyn and Kevin as well, as getting him to smile was hard enough. But, to get him to laugh, seemed impossible.

"Its nice to see you too, Grandpa." He smiled, feeling rather elevated to see his grandfather after so long. "Though, I have to ask, have you seen Vilgax around? I know he's not on Earth, but have any Plumbers seen him?"

Max frowned at that question. "Not that I've heard. Why? Has he escaped as well?"

Ben nodded, "That's the entire reason I left. I knew I couldn't let Vilgax escape my sights for too long. I had hoped to find that he was on Earth. But, it looks like he fled the planet and went off into space. Probably to build his army to finally put me down."

Kevin was about to add his own thought, but the loud speaker cut on a gravely, deep voice resonated through out the entire building, prompting everyone to listen in.

"**Attention all personnel, begin Project DNA… Now!" **

Gwendolyn growled at hearing that, immediately assuming that she just heard the head honcho of the entire operation and all that anger and rage that she felt when she realized Max had not only been kidnapped, but her brother as well, overflowed and her eyes bleed pure, white and gold. She turned to her right and aimed her lithe hand at the wall and spoke in a ghostly tone.

"**Ventilabis Ira!" **She nearly shouted and instantly, the entire wall and some of the ground was forcefully propelled forward as an invisible wave of very strong force flew from her hand.

Max turned his head slightly to dodge some small debris that nearly hit him square in the head. Kevin stared at her in a small amount of surprise from the sudden movement and Ben watched her critically, analytically studying the spell that she just used and all its properties.

Gwendolyn then sprinted dozens of times faster then even the most skilled track runner and she floated up into the air as she stared stonily at the hundreds of trucks and small aircrafts that were carrying more of those mini DNAliens in weird planks. She then flipped her hands and pointed her palms up to the sky and slowly recited the words to one of her most powerful spells. She didn't care about the repercussions of releasing such a spell. All she cared about, was making them pay for messing with her family!

"**Vis Perniciosius Cataclysmic!" **She roared.

The sky rumbled angrily, and small specs of rain began fall from the sky. However, those specs of rain soon cycled into heavy rainfall and those rain droplets suddenly cooled down to hail. The hail sailed through the sky and down onto the trucks and DNAliens below. Normally, mere hail wouldn't even faze DNAliens, but those weren't just mere hail projectiles. No, they were infused with cutting and piercing magic that enhanced their combatant statistics tenfold and were sharp enough to pierce through metal.

The DNAliens squealed in pain as each of them were getting stunned and pelted by them and they tried shielding themselves by running underneath vehicles and such. They were successful in doing so, but that was only the beginning of what was to come.

The sky cracked angrily, and Gwendolyn stared up at the sky before she aimed her hands directly at a large group of DNAliens. Immediately, a large bolt of blue lightning cracked down from the sky and soared down to the ground, creating a explosion of light. The explosion was soon followed by dozens more, as that created a chain reaction of the transport vehicles soon all blew sky high, killing many other DNAliens in process.

After that happened, it stopped hailing and the sky soon returned to normal after a few seconds. When the surviving DNAliens looked upwards, they were shocked to see the clouds suddenly get split open and revealed a giant, pure black meteor fall straight from the heavens themselves.

'_Huh…' _Ben thought numbly as he stared at the slowly, yet at the same time, quickly falling hunk of rock that broke passed the clouds.

"Not bad, kind of reminds me of that big island you made a few years ago when you used your Biosovortian form." Kevin remarked as he and Ben continued staring at the large falling meteor.

However, Max, who was the only one who didn't have powers, was more then a little worried at the huge meteor. "So… are we just going to stand here and wait for that to crush us?" He asked hesitantly.

A sideways glance over to Ben from Kevin told Max all he needed to know.

A bright green flash of light covered the room brilliantly, clear indication of Ben activating and transforming.

Once the light died down, Max was able to see a tall, fourteen-foot-tall, muscled Vaxasaurian standing right in front of him. Before Max could speak, Humungousaur's muscles bulked sharply and he suddenly gave short growl. As his muscles grew, his entire body did as well and even began changing slightly. Humungousaur kept on growing and he completely went through the twenty-foot-tall roof.

He stopped growing when he reached a very showing height of ninety feet tall. Along his back, right over where his spine was, were spike-like protrusions that matched his skin color. He also grew Stegosaur-like plates on his back, a crest on his forehead, and spikes on his tail. Also, on his shoulders three plates stood, giving him a far more ferocious and threatening look.

Humungousaur then crouched down and completely covered Max and Kevin with his entire body and he rejoiced his hands over in front of his massive head.

He completed the shielding form just in time as the large meteor fell on top of him and he didn't even flinch when the rounded ball of rock collapsed onto his thick hide. The rock that did hit him, shattered upon impact and Humungousaur made sure not to move at all and remained strong.

However, he never even struggled as he did so, as he barely even felt such a mediocre attack hit him.

Average Vaxasaurian's were able to withstand being in between fully sized, colliding planets. Some of the older, more powerful ones, were able to completely withstand a star from blowing up in their face and would be able to leave with only minor injuries. They were very well known throughout their own galaxy and even more so to a smaller extent through out the universe for their strength and immense durability.

After the entire meteor shattered upon contact with the building and land looking completely desolated, Humungousaur slowly stood up, allowing Kevin and Max to see the devastation that surrounded them.

Kevin was impressed, not necessarily of the feat itself, but more over to the fact that the formally useless, tomboy brat, had grown into a competent combatant. Now, instead of looking at her at as a mere annoyance, albeit, as a hidden annoyance, as he did _not _want to get on Tennyson's bad side. He now looked at her with a bit of respect.

Max looked positively awed at the destruction that was caused by his granddaughter and the sheer power of her spell. He knew she was capable of doing amazing things, but to think that she could do something like this, was mind boggling.

Humungousaur started shrinking back to normal height before he suddenly held out his arms and caught a dropped, limp body of Gwendolyn as she stared up at him drowsily. He assumed that's was she was saying about the spell earlier when she said she had a few, but they would leave her completely out of commission due to mana depletion. However, judging by the fact that she wasn't panicking and was still breathing, Humungousaur assumed that she was steadily recovering mana, even as he carried her.

"Sleep." He commanded in his deep, serious tone and Gwendolyn stared up at him through blurry, half-idled eyes before she finally slumped and fell unconscious.

A smaller, less bright green flash of light appeared, and Ben assumed his human form once more, only that he was carrying Gwendolyn bridal style. "Lets go and get back to HQ. I need to more research about these DNAliens."

Max walked over Ben and looked Gwendolyn, who was sleeping steadily in arms before looking straight up at Ben. "Its nice to see you, son."

Ben turned over at stared at his grandfather before he smiled. "Yeah… its nice to see you too." He said genuinely.

"With what you said about research, I can help with that. I've been doing reconnaissance for the last few months about the threat and I think all of you and your team need to know what I know." Max stated seriously. "After that, I need to take you into space."

Ben narrowed his gaze, "Why?" Max sighed at the valid question.

"Ben, you have no idea the ramifications that followed your disappearance." Max stated, now catching Ben's full attention.

"And, I'm almost afraid to ask, what exactly are they?" He asked after a few moments and he slowly clenched his fists. Max didn't respond right away, almost as if he was debating on actually telling him. But he assumed eye contact and began speaking in a dead serious tone.

"Ben, you wield the most powerful weapon in the entire universe. The Omnitrix is the only thing that could possibly be linked back to First Thinker Azmuth. Who disappeared twenty-five odd years ago. People who want the Omnitrix, do not just want it for using its power, but to also use it as a map to find Azmuth." Max explained. "The reason I want to take you into space, is to mark you as alive and well. I also want to formally put you under Plumber protection, that way, should any harm befall you, you have the entire Plumber Organization backing you up."

The wielder of the Omnitrix blinked before he slowly nodded. "I heard many things in the Null Void. A few of them being that you used to be quite the fearsome Plumber back in the day. And even quite recently, talk has been going on about you coming out of retirement."

Kevin nodded, "Yeah. I heard somethings about that as well." He agreed, supporting Ben's claim.

Max adopted a sheepish expression as he grinned crookedly. "No… no. I'm not coming out of retirement. No, I'm merely helping when I can. I'm no Plumber anymore."

Ben smiled cockily, "Most would find your words reassuring."

Once again, Max adopted a sheepish expression as he grinned bashfully. "Well, what can I say; I was quite the spirted youngster." He chuckled before he looked down slightly. "But… but, those years are behind me. Long behind."

"You know," Ben started directly after Max mumbled those last few words. "You don't exactly have to be out in combat." He stated, causing the old man to look up. "I'm sure you loved what you did. Saving lives and all that. You know you can still do that without having to go out into combat. You could get a different job in Plumbers, train new recruits, study medicine, be stationed at HQ and work around doing whatever you can. I'm sure that they would love to have a Magister with as much experience as yourself to become a teacher or anything else."

Max smiled as he palmed his grandson's shoulder, "Ben… those days are behind me. I've done my fair of serving and I just want to have a normal life with my family."

Ben stared at him stoically before cracked a small smile, "That's your decision. Its not my place to argue or discourage you for making it."

With that, Max smiled tiredly as he stared up at the night sky. "Sorry to cut this short, but I sorta came here on foot and I really don't want to leave on foot again. I don't think my feet can handle it."

Catching on to what the old man was saying, Kevin nodded. "Sure. We got room in the car and assuming that Ben's okay with it, you can stay at our HQ until you can go back to your trailer."

At Ben's nod, Max smiled in relief.

**ZZZ**

"Are you sure this is the place?" Kevin's voice echoed through a old, abandoned factory. He had his right index finger held against his right ear and his eyes were narrowed into a small glare, his dark iris glinting with annoyance.

"_Yes, Kevin." _Max replied through the com's and Gwendolyn, Ben and Kevin, who both had very hidden earphones in their ears, heard his response.

Unknown to them all, Ben had narrowed his eyes as the hair on his neck stood up and his ominous green eyes glinted in the dark light and they snapped to the left, staring directly at a brick wall. He continued staring for a few more moments before he turned his heel and began walking away, confusing his teammates.

"Let's go. This place is a bust. There are no DNAliens here." Ben ordered as he took his sixth steep forward.

Kevin and Gwendolyn shared a glance before they collectively nodded and followed suit.

"Who made you the leader, Tennyson?" Kevin asked as he crossed his arms. Ben didn't react when he heard the question from the Osmosian-Human hybrid.

"Simple; I did." Ben answered before he rounded around and gave a sharp glare at Kevin. His green eyes shimmered to life and strangely enough, glowed ominously once more. Kevin gulped silently. "You got a problem with that?"

With the look Ben gave him, he was just _daring _Kevin to protest and say anything but what he wanted to hear. But, while Kevin was the stubborn type, he wasn't foolish. So, he just shook his head silently.

"Good. Let's leave. I need to work on the Omnitrix when we get back to HQ." Ben told then as they made their way through the hallway.

Gwendolyn being curious, spoke. "What do you mean? Something wrong with the Omnitrix?" She inquired curiously as she stared at his left arm at seeing the large, bulky wristwatch that nearly covered half of his arm and the black metal-like glove that completely covered his entire hand.

Ben shook his head, "No. Nothin' is wrong with it. I just want to make some upgrades to it. So don't expect to see me for the next couple of days." He gave them a forewarning.

Gwendolyn turned over to Kevin and mouthed 'What is he talking about?'

"Simple." Kevin started. "From what I heard in the Null Void; Tennyson was a loner. But, from some of the people that hung around him from time to time, they mentioned that Tennyson was a major hermit. He never really left his lab or workshop. The only time anyone really saw him out it, was to fight, and to gather more parts for his tinkering obsession." He explained somewhat vaguely.

With that, they all walked in silence and within a few minutes, they had exited the factory and had gotten inside Kevin's car. He quickly started it up and started driving. Suddenly, a small thump was heard, and a alarm went off. Then, a see-through screen appeared on the dash of the car, allowing everyone to see a camera positioned on the back of the vehicle and a red circle indicated that something was on the car.

It was small, circular with six spider-like leg attachments that allowed the device to stick to the car. And when Kevin saw that pain was scratched and the metal was just barely dented, he frowned deeply.

"Seriously…? Is that all you Earthlings can think about? Screwing Kevin's car over?" Levin mumbled sourly as he stared at the screen. Reason why he was so upset, was because a few days ago, some teenagers though it would've been funny to trash some rich guy's car, that car belonging to Kevin when they were at a local Walmart. When they came back out, they found out that the teenagers had not only did graffiti all over it, but they all slashed his tiers as well. Safe to say, Kevin wasn't all that happy.

"Can we focus on what's important?" Gwendolyn questioned as she crossed her arms underneath her bust. "Like the tracking device someone shot onto our car?"

Kevin just waved her off. "Please. Judging by how uncoordinated it was, they or he or she, were probably an amateur. They're no threat. Plus, let em' try something. The only thing they'll get will be a Class A ass-whopping."

Gwendolyn had to admit; Kevin had a point. It was a bit sloppy, but that didn't do any wonder for her cautiousness. She leveled her elbow on the car door, right next to the window and placed her chin on her hand, resting her head on it as she stared through the tinted windows. She stared at passing foliage and buildings as they drove past them, her eyes following each one that caught her eye the most.

Ben, who was in the front seat, had his black leather hood on and just wrote down some stuff on a small sized notebook. Kevin sometimes stole a glance at the notebook and stared at it to see what Tennyson was writing. Although, he never understood it, as it was numerous mathematical equations. Something of which, he wasn't any good at, as the last time he even practiced math, was in grade school. And he flunked out when he was eleven, which was the same year he got trapped within the Null Void.

How Tennyson learned it, he didn't know. Maybe he used one of his alien forms or something to teach him, Kevin mussed internally.

Unknown to Kevin, his theory was exactly correct.

Ben had often transformed into Grey Matter, as he called that form years ago and had wrote down 400+ page books filled with mathematical equations and he studied endlessly. Even though he never bothered to name his forms any longer, the Omnitrix did it itself and he naturally remembered each name that was linked with that species. That's how he was able remember every single, 180,000 names and species to call on each time to transform into Master Control. They were permanently engraved in his brain, another hidden feature that Omnitrix supplied him that ensured that he never forgot their species names or nicknames that the Omnitrix supplied.

Studying math, wasn't exactly the limit with what he did, as he continued doing the same with Science, Literature, even more complex arts like; Nuclear Science, Investigation Skills, Technology, Engineering and Medicine. He was even able to learn much more then that.

The reason why he was going through equations, was because he was trying to figure out if a certain element would be able to be integrated with the Omnitrix. He had been trying to work on it for the past ten or so minutes and had made some progress. Although, it wasn't much at all, as he was _very_ careful when tinkering with the Omnitrix. He already had to fix it a dozen times over after a couple failures over the years. Though, they were mostly minor and unharmful for the most part. However, that was only most of the time. He still didn't want to be reckless with it, as even after having the watch on for ten years, he still didn't even know what the watch was truly capable of.

Suddenly, as they made their way down a main road, an explosion rocketed off, creating a fiery blaze. That earned everyone's attention, even Ben's as he peeked a bored gaze upwards. They were surprised to see a gas tanker that slammed into a wall, right next to a gas station.

'_That's not good. The tanker alone exploding is enough to level a building. But that blowing up on top of a gas station, is enough to blow up half a block.' _Ben thought as Kevin swerved to the side and roughly stopped the car.

"What's the plan?" Kevin asked, already knowing that they were going to have to save that pour sap's life. Ben was too much of a goody-too-shoes not to.

"You two save the people. I stay on look out to make sure those people that are following us in that van, a click out wont attack you all while the civilians are around. I don't need a fight to go down here. Too many things can wrong and I don't need innocents hurt." He listed off and everyone nodded.

Kevin and Gwendolyn both unlocked their doors before running out onto the street, in full pursuit to make sure that they saved the person inside the tanker and to make sure it didn't explode along side the Gas Station.

"You get the person driving out! I'll cool it down!" Gwendolyn ordered as she floated into the air and her eyes glowed a pale golden color.

Kevin grunted as he held out left arm and suddenly, it morphed into a pair of large, blueish-greenish crystal plyers. As he ran forward, he applied his transformed arm and hand and roughly ripped off the door to the tanker and shifted his body to the opposite side. With that, he used his left arm to pull out the unconscious driver, who was being smushed by the airbag.

As Gwendolyn spectated from up above, she noticed just when the driver was out of the vehicle and she started chanting loudly.

"**Frigus Abruptum… Detulerat!" **Gwendolyn shouted as she threw her hands forward.

A second later, a sharp, cold breeze came forth and started twisting around into a small, blue cyclone and wrapped the entire tanker within in. A few moments later, the cyclone disappeared in a wisp of snowflakes, showing that entire vehicle had been totally encased in ice, transforming it into nothing but a huge glacier.

The nearby civilians that were spectating the entire spectacle sighed in relief before roughly clapping their hands, showing their gratitude and happiness that not only they saved the helpless driver, but also potentially saved them as well. That alone was something special and not something you would see every day. Much less seeing two superheroes appear on the scene before anything truly bad could happen.

However, their breaths hitched when they saw a fury of, what looked like, blue lasers come from the road and they were aimed directly at the flying girl. A bright green flash of light, however blinded them, and once they opened their eyes a second later, they saw a rainbow colored shield appear from absolutely nothing and absorb the energy blasts within milliseconds.

The person who had open fire on the floating woman, was a tall, red skinned, four-armed humanoid. He looked like an almost carbon copy of his race, which was a Tetramand. Except, he was a bit more skinnier then the average on and he wore blue and green outfit. On his torso, rested a green and black vest that had four compartments near the back. For pants, he had very, very dark blue, tight blacks trousers. In his four hands, rested four, small and silver laser pistols, being alien tech of course.

The person beside him, was woman, being around nineteen years old. She, like her companion, was a alien and looked completely like a Kineceleran. She had had her visor up, allowing everyone to see her facial features. She also had a hourglass figure and D-cup breasts, a shapely rear and long legs. Like the Tetremand, she wore a blue and black vest and very dark blue pants that hugged her butt and legs nicely.

Now, laying atop of the hood of Kevin's car, rested a Crystalline Humanoid who just lazily laid there while sipping from a drink as he had the straw in his mouth. He was tall, around eight feet tall. His body was comprised entirely out of crystal and most of that crystal, was dark purple in color. However, his hands, wrists, and a small portion of his face, was comprised of magenta colored crystals. He had a singular green eye placed right above the center of his weirdly shaped head and on top of that head, rested a foot and half inch long magenta crystal that protruded from the top of his head. From his back, more specifically, his shoulder blades, jutted out two magenta colored crystals that were longer then his own arms and right above the center of his pecs, came two similar crystals, only that they were much smaller, barely being four inches in length. Right in the center of those, rested the black, white and silver Omnitrix symbol. Jutting from elbows, came, once again, similar crystals, although those were sharper and shaped almost thing knives.

' – _The hell?" _The Tetramand thought in shock. "Hey freak! What do you think you're doing?!"

However, Chromastone just continued to laze there, boredly and didn't spare him a glance.

"Jeez, have you even looked in the mirror lately?" He asked boredly, causing the man to growl angrily and he snapped over to Chromastone's general direction and began opening fire onto the lazing Crystalsapien.

However, the lasers didn't do a damn thing, but make him stronger and this time, he did spare him a glance. "… You aren't too bright, are you?" He asked after a few seconds of failed attacks and the lasers just continued absorbing into his body.

"ROGHH!" The skinny Tetramand roared angrily, fed up already and he threw the blasters to the side and sprinted straight lazing Crystalsapien, who looked completely unconcerned.

'_That didn't take long at all." _Chromastone thought with amusement before he leaped into the air and did a small summersault while in midair before he landed right behind him on his tippy toes.

However, once the Tetramand whirled back around, he was met by a white and black streak and nothing but a sharp breeze. He looked to his left and the car that he nearly tore in half with a punch, was gone without a trace. Looking upwards, he also saw that female was previously floating the air was completely gone as well.

**ZZZ**

After Ben had dodged the wild attack from Tetramand, he rapidly transformed into XLR8 and quickly picked up Kevin's car, along with Kevin himself and Gwendolyn before speeding off back to their HQ.

It all took less then a second to do and after both Kevin and Gwendolyn blinked, they saw that their surroundings had massively changed and they immediately noticed that they were back at base, in the conference room, safe and sound… and the found Ben sitting in a chair eating a sandwich as he was reclined back in his chair.

"Tell me you got me one…" Kevin led off as foot-long, wrapped sandwich whizzed forward and he brought up his hand to catch it immediately. "Nice."

"I feel like you two are offly casual about this," she reminded them as she stood at the end of the large oval shaped table and watched Kevin sit across from Ben as he unwrapped his sandwich.

"Casual about what?" Kevin asked before he took a bite out of his food. "Seriously, they were amateurs."

Gwendolyn sighed as she pulled out the chair in front of her and sat down before pulling herself back in. "Those were aliens."

"Yeah?" Kevin asked as he swallowed a mouthful of turkey. "In case you didn't know, but I'm half alien, Tennyson has a watch that allows him to transform into aliens and you practice magic. Seriously, I don't know why you're so worried. I don't even think hot-head even breathed on Tennyson. Much less us."

"The problem is that we don't know what their plans were, we don't know why they were following us, nor why they attacked us!" Gwendolyn responded in a forcefully calm tone and the Charms of Bezel glowed slightly, reacting to her anger.

Before Kevin could make a retort, Ben spoke for the first time. "Kevin, stop. You know she's right and stop trying to rile her up. You aren't the one who has to deal with it all day." He mumbled the part, but clearly he didn't talk soft enough as small disc of energy slammed into the side of his head.

"Owww…" he led off in a dead tone with food in his mouth. A second later, he gulped down the last bit of the sub that he had before looking up at Gwendolyn's rapidly twitching eyebrow. "You know, that wasn't very nice."

"It wasn't supposed to be." She responded hotly, her, previously long lost temper rising to the surface after to long of it being absent.

"Touché," he muttered as he spared her a sideways glance.

However, the doors to the room opened up a second later and in came Max, wearing his signature orange sunflower shirt and a pair of white slacks.

"Kevin, Gwendolyn, Benjamin." Max greeted with his normal smile.

"Yo, what's up gramps." Kevin waved half-heartedly, which earned him a similar golden disc of energy that clocked him upside the head, curtesy of Gwendolyn.

"Hey, grandpa!" She greeted warmly as she twisted her chair around to see him.

Ben just waved, as his short attention span kicked in again and began fiddling with Omnitrix, just cycling through all his aliens.

"I have news." Max stated after a few moments, earning everyone's attention. Even Ben's own. "Those people that attacked you, are children of Plumbers."

"Like Alan?" Gwendolyn asked as he finished.

"Alan?" Max asked confused.

Ben leaned forward slightly and answered. "He's a young kid, he's fifteen. His dad was a Plumber, who was a Pyronite and his mother was a human. He joined the team and at the moment…" he led with a frown. "I believe he's still on a mission I believe and should be wrapping up."

Max nodded thoughtfully, "Is he strong?"

Ben looked forward, considering the answer to his question. "He's about as strong as I was when I was Heatblast when I was ten." He explained. "And considering I had actually fought numerous threats by that time, I think it sounds about right, as he hadn't really trained a day in his life before he joined and apparently, his powers just showed up recently."

Max nodded, a impressed look on his face. "Not bad. I'm assuming you're training him?"

Ben nodded, "Yeah, kid's a natural. Takes whatever I have to teach him like a fish out of water… or really a lava fish… out of magma." He drawled before he sighed dramatically. "Trust me, that sounded a lot better in mind head. And again, trust me, because that hurt me more then it hurt you."

"Did he mange to get flying down?" Levin asked, ignoring the last part of Ben's speech, knowing that was Alan's biggest point of struggle.

"Alone and without the rock?" Ben asked, earning a nod from the Osmosian. "Yes and no. He can fly perfectly fine without it, but he's still a bit faster with the rock." He shrugged. "He's good, he's learning and that's all that matters."

"So, what's the plan here?" Kevin asked as he reclined back in his chair. He spared Ben a glance before looking up at his grandfather. Max saw the glance and nodded slowly.

"I would prefer if this didn't result in a fight." Max started, getting a eyeroll from Ben. The former Magister saw that and placed his hands on his hips. "Something you want to say, Ben?"

Ben stared forward, not meeting anyone's gaze before he stood up and walked around the table, earning everyone's attention.

Gwendolyn looked like she was going to say something as he made his third lap around the table. However, the second she opened her mouth, Ben opened his own and placed his hands forward and maneuvered his fingers around slightly and swiped to the side.

Transparent screens appeared in front of him, with a clear picture of two of the aliens that had attacked them earlier. They were suddenly framed, and Ben swiped his hands upwards, prompting the pictures to be spun around and placed ahead and at the head of the table so everyone could see them.

"Let me get this straight…" Ben's voice drawled out as he eyed the two pictures. "These two aliens not only track us, but also fight us on open road –," he started as he held up his hand and started counting with his fingers up for all of them to see. And then he held up his ring finger alongside his index and middle finger and faced them completely. "But we also don't even know if they work for someone and if this was a planned endeavor." He listed off before he spoke once more, his tone showing incredulousness and a sarcastic edge with narrowed eyes.

Kevin licked his, suddenly dry lips and nodded. "Sounds about right."

Gwendolyn and Max pursed their lips, not liking the sound of it either, as Ben had brought up great points. They were not only a danger her, Ben and Kevin, but also to the civilians. That was something that could _not _be overviewed.

Max sighed as he ran a hand through his grey hair. "I don't like it either, Ben. But, we can't just go out and start fights. Not now."

Now, Ben understood perfectly. "You're afraid of the world's government, aren't you?" He accused as he pointed a half-hazard finger at him. Max sighed once more and shied away slightly.

Gwendolyn and Kevin stared at the interaction quietly, both wanting to know how it would play out.

When Max never answered, Ben continued. "With the alien invasion a year ago, the Imperium, I believe their names were, and then the alien invasion that happened six months ago that struck the entire world and left catastrophic damage, you're worried that the world will come for us if we make ourselves known." He stated and Max felt like he aged a few more years.

"Yes Ben, I'm afraid." Max admitted. "With everything going on, the Kryptonian in Metropolis and the mixed views about him, the invasions, the formation of the Justice League… I-I fear that it's too much. And if someone of your strength was to suddenly appear on the news, the world wont like it."

Ben shook his head, a small cocky grin playing on his lips. "Grandpa, I don't care what anybody thinks about me. I'm working to protect this planet and just because a portion of the people that live here hate me, doesn't mean that saving rest is a pointless endeavor." Ben said before sat back down in his chair and lazed back with his hands conjoined.

"And like it or not, but I live here. This is my planet and home just as much as it is theirs and I'm not going to let anyone get in my way from protecting it. Especially not some Joe Shmoe that thinks he knows better."

**ZZZ**

**SO! How'd ya like it? If you have any suggestions or anything you want to say, go ahead and leave a review, I'll be happy read all types of feedback, if given. **

**What are your thoughts on the Biomnitrix? Should I have Ben create it and use it in the near future along side the Ultimatrix feature? Yes or no, let me know.**

**Now, as you've seen, a couple of things have gone down, mostly Ben adjusting in living on Earth, developing his character into something that I am going to have SO much fun writing. **

**Also, I'm surprised I haven't had any comments regarding how OP Ben is, I mean I would have thought I would get at least some flak for it, but I was pleasantly surprised to that not only was I wrong, but people even agreed with having him become this strong. **

**I mean, I said this before I'll say it again – **

**If Ben can't beat Superman, what hope would he have against Ares, Anti-Monitor or even the likes of Darkseid, just to name a few. The beautiful thing about having a OP character in Marvel or even DC, is that no matter how OP they become there are characters that are always going to be more broken then that MC. I mean, Marvel has the Pre-retconned Beyonder, The One Above All, True Chaos King Amatsu-Mikaboshi, The Celestial Race, Oblivion Thanos and DC has Dr. Manhattan, the Anti-Monitor, Presence and others. Those characters are all Multiversal+ and Pre-Retcon Beyonder is far more broken and complicated then the three I mentioned before combined. **

**Also, I feel like I should say that Kevin, as it stands now, has all abilities that he had in the Ken 10 (OS) episode and his Alien Force Osmosian Powers. At the moment, he is stronger than Gwendolyn by a shit ton. But, that wont stay like that for long, as she will grow into a mage that will only be seconded to likes of a unrestrained and prime Zatanna. **

**Ben will also have forms much, much more powerful then Alien X and yes, he has access to Alien X, but he never uses him because he has no reason to and he wants to keep him hidden from Vilgax in case he ever got a hold of the Omnitrix so that he never knew that Omnitrix had Celestialsapien DNA inside it. **

**In the Null Void, Ben was very paranoid, hence why he never used that form in battle. And honestly, I don't even think Alien X, will be in his Top Five most powerful forms. I mean, Alien X was amongst one form of dozens of others that Ben had access to. Are you telling me that in a million+ other DNA samples, that there isn't an alien form more powerful then Alien X? I mean, you would think that if that wasn't true, the Azmuth would have taken special precautions to make sure no one ever was able to use it, if that DNA sample, was from the most powerful race of aliens ever, in their Universe anyway? **

**ZZZ**

**Gwendolyn's Spells used this chapter – **

**Ventilabis Ira (Rage Push)**

**Vis Perniciosius Cataclysmic (Destructive Cataclysmic Force)**

**Frigus Abruptum Detulerat (Sheer Cold)**

**ZZZ**

**Aliens that made an appearance this chapter – **

**ZZZ**

_**XLR8**_

_**Species: Kineceleran**_

_**Abilities - **_

_**Superhuman Physical Characteristics, Regeneration (the ability to heal wounds that would normally leave large scars, such as severe burns or deep injuries), Superhuman Speed, Speed-Enhanced Combat, Sharp Claws, Wall and Water Running, Wall Crawling, Prehensile Tail, Vortex Creation, Afterimage Creation, Precognition and Master Martial Artist.**_

**ZZZ**

_**RipJaws**_

_**Species: Piscciss Volann**_

_**Abilities – **_

_**Superhuman Physical Characteristics, Empowerment (when submerged in water), Transformation (Can turn his legs into a tail while in water), Sharp Teeth, Sharp Claws, Master Martial Artist and Underwater Breathing.**_

**ZZZ**

_**Heatblast **_

_**Species: Pyronite **_

_**Abilities - **_

_**Superhuman Physical Characteristics, Fire Manipulation, Magma Manipulation Flight, Earth Manipulation, Explosion Inducement, Fire Absorption, Resistance to Heat and Ice, Rage Power, Martial Arts, Metal Manipulation, Master Martial Artist and Regeneration (the ability to regenerate severed fingers, toes, or ears, minor organ damage, and even potentially reattach lost limbs).**_

**ZZZ**

_**Chromastone**_

_**Species: Crystalsapien**_

_**Abilities - **_

_**Superhuman Physical Characteristics, Flight, Energy Manipulation, Light Manipulation, Forcefield Creation, Self-Sustenance, Invulnerability, Ultraviolet Energy Projection, Energy Absorption, Energy Redirection, Regeneration, Enhanced Senses, Pressure Point Strikes, BFR (Battlefield Removal), Master Martial Artist, Energy Sensing and Precognition.**_

**ZZZ**

_**Humungousaur**_

_**Species: Vaxasaurian**_

_**Abilities - **_

_**Superhuman Physical Characteristics, Master Martial Artist, Size Manipulation, Regeneration (ability to heal minor injuries that would normally take weeks or even months and heal those wounds quickly, sometimes even in a few seconds), Powerful Roar, Superhuman Strength, Enhanced Senses and Large Size.**_

**ZZZ**

_**Upgrade**_

_**Species: Galvanic Mechamorph**_

_**Abilities - **_

_**Superhuman Physical Characteristics, Master Martial Artist, Weapon Creation, Technopathy, Hacking, Energy Manipulation, Energy Absorption, Regeneration (the ability to regenerate from the complete physical destruction of your body, instead restoring it from your disembodied consciousness, whether that be your soul, mind, some other nonphysical aspect of yourself, esoteric or metaphysical energy, or something else), Elasticity, Shapeshifting, Size Manipulation, Can upgrade technology, Self-Sustenance and Martial Arts.**_

**ZZZ**

_**Kevin Levin**_

_**Species: Human/Osmosian Hybrid **_

_**Abilities - **_

_**Superhuman Physical Characteristics, Proficient in Martial Arts, Energy, DNA, Life, Magic and Matter Absorption, Power and Ability Absorption and Reflection, Transformation, Regeneration (the ability to regenerate from a very small piece of your body, such as a puddle or drop of blood, or even something as small as a single cell), Fire Manipulation, Electricity Manipulation, Technological Manipulation, Plant Manipulation, Sound Manipulation, Limited Earth Manipulation, Size Manipulation, Magnetism Manipulation, Cloth Manipulation, Ice Manipulation, Gravity Manipulation, Air Manipulation, Explosion Manipulation, Water Manipulation, Radiation Manipulation, Light Manipulation, Acid Manipulation, Space-Flight, Enhanced Senses, Elasticity, Shapeshifting, Resistance to High / Cold Temperatures. **_

_**NOTE: Kevin has all those powers, yes, but he only got them from fighting Ben and absorbing aliens each time Ben used said alien and he would get their powers. Though, without absorption, his natural abilities are the ones first mentioned.**_

**ZZZ**

_**Gwendolyn Tennyson **_

_**Species: Human/Anodite Hybrid (Dormant)**_

_**Abilities – **_

_**Superhuman Physical Characteristics, Proficient Magic User (has been training and practicing magic for ten years and was a prodigy at doing so. Though, it should be noted that she is purely self-taught and had no real teacher and she lacks experience), Mana Manipulation, Absorption and Detection, Memory Manipulation, Probability Manipulation, Teleportation, Portal Creation, Forcefield Creation, Telekinesis, Healing, Proficient Martial Artist, BFR (Battlefield Removal), Limited Power Nullification, Energy Manipulation, Air Manipulation, Water Manipulation, Electricity Manipulation, Gravity Manipulation, Fire Manipulation, Plant Manipulation, Light Manipulation, Earth Manipulation, Technological Manipulation, Metal Manipulation, Matter Manipulation and Sleep Manipulation. **_

_**NOTE: Most of Gwendolyn's abilities stem from magical spells, as the giant meteor on which she summoned, was spell, but that included a degree of Matter Manipulation, Earth Manipulation and Gravity Manipulation.**_

**ZZZ**

_**Ben Tennyson (Base Form)**_

_**Species: Human/Anodite Hybrid (Dormant)**_

_**Abilities – **_

_**Superhuman Physical Characteristics, Master Martial Artist, Genius Intelligence, Stealth Mastery, Master Hunter, Skilled Investigator, Master Swordsman, Pressure Point Strikes, Enhanced Senses, Extreme Pain Tolerance, Proficient Planner and Good at Improvising.**_

**ZZZ**

**That's all I have to say, and I bid you adieu.**


	4. Chapter 4

**Warning: This story contains explicit scenes, heavy violence, foul language, unrealistic proportions and actions regarding the human body as well as other contents suited for mature readers only. If such content does not appeal to you and your preference, kindly leave. **

**Yo! Back with another chapter and I hope you all enjoy.**

**Once again, I'm stumped by the immense support that you all are giving. Truly, thank you. When I published this fic, I truly didn't expect really anyone to read it. But to find out only a few weeks later and four chapters later, you all gave me 51 reviews, 242 favorites and 276 follows! That's just insane! Honestly, thank you all for the support! **

**NOTE: I have a poll up on my profile, so if you all are interested, please go vote!**

**ZZZ**

A loud hissing sound was heard as a large, four-inch-thick steel door opened as multiple sets of footsteps were heard walking through.

"I suppose I can't change your mind on this… can I?" Max's aged voice sinking with a undertone of defeat.

"Nope!" Ben responded, popping the 'P' as he made his way through the large steel door, which was a huge armory that was just smaller than some small houses, being around eight hundred square feet large.

The walls were shrouded with metal and over that, was black soundproofing material and on the ground, was neat, pearly white flooring, one not unlike that of a hospital's own flooring. There were four layers of shelves that held weapons, ammo, armor, clothing and strangely enough, fake passports, fake ID's, ID Masks, and backpacks filled with cash.

"Alright," Ben started as turned around to half-heartedly meet their gazes. "Suit up. And while I don't think you'll want to use the weapons, try and consider wearing the armor." He explained slightly as he held up, what looked like a normal black t-shirt. "This thing is laced with carbonadium, an extremely flexible material that easily ten times stronger than steel. This material that I've made is still in the prototype phase, but they've been through field tests and have passed the usability phase and I need to see just how good the material is and if its worth actually buying it to integrate it into armor."

"Carbonadium…?" Max murmured in thought. "Benjamin, that material is extremely expensive. I should know, I was looking to buy some just recently until I found out how expensive it actually was."

Ben nodded and shrugged casually, "Hey, I have an alien that can literally produce some of the most sought out crystals in this galaxy. You think I wouldn't sell them? Trust me, I have far more money than I could ever hope to use now." He waved uncaringly.

"You're talkin' about Diamondhead's crystals, right?" Kevin assumed with a raised eyebrow. It was a pretty good idea, now that he thought about it.

At Ben's barely responsive and noticeable nod, he thought to himself. _'I might have to do that as well. Get me some cash that way I wont have to keep flippin' alien tech.'_

Ben then threw the shirt forward at whoever had been in front of him, which had been Gwendolyn and she raised her hands instantly and caught the shirt with ease. She then studied it and rubbed her fingers along it. To her amazement, it felt just as smooth and cool as regular spandex, and when she pulled it a few different ways, she also found that it was far more flexible then normal spandex and when she channeled a small amount of magical energy, she noticed that it positively reacted to it, not showing one sign of tearing.

After studying it for a few seconds, she placed it over on a shelf and walked ahead just a little bit, further observing the room and what was occupying it.

"Alright, lets get suited up." Ben ordered as he opened a secret compartment of the room and stared at a cardboard box. He stared at it for a few seconds before he smiled and picked it up. He then left the room, allowing Kevin and Gwendolyn to pick out what they wanted to wear, along side if they wanted to use any weapons.

Kevin had decided to go with some armor, as he didn't have anything stronger then carbonadium to absorb, so to wear anything else, would most likely be a down grade and now that he had a large output of carbonadium, hence the clothing that he was just about to equip, he could now absorb it and cloak himself in it.

His own outfit now was a grey, sleeveless, formfitting vest that allowed his muscular arms to be seen. He also had grey pants on, along side black boots and average looking katana that had a sheath that was already installed with the vest which was placed horizontally along his lower back.

Gwendolyn had ditched her previous outfit and now sported a black, formfitting long sleeve shirt that had her Charms of Bezel fitted into the right sleeve of the shirt, right along the side of her bicep, a pair of black, formfitting pants that hugged her rear nicely and a pair of monochrome boots. Over her top, she also now wore a full body, white hooded, open cloak with cream colored fur lining the edges to it.

**(Gwendolyn is wearing an exact copy of Selene's last outfit in Underworld: Blood Wars)**

She donned the hood and she and Kevin both walked out of the changing rooms when they were done and saw Ben leaning against the wall in a new outfit as well.

He now wore a black, short sleeve shirt that was skintight, showing his rock-hard abs and other muscles that were on display. For pants, a wore a pair of extremely durable, carbonadium laced black leather pants and black matching boots. Over that, he wore a black leather coat that was also made out carbonadium and it dipped all the way down to his achilles heel. On his waist, was a newly changed utility belt and on each side of his upper thighs, rested two short swords named tanto's. Coming out of his coat in the direct center of it, rested a straight edged sword that looked like an oversized ninjato that was approximately 70 cm's large.

The sword was purely silver in color and it had a black and red laced handle. It had a There was also an engraved design on it, showing a long snake's tail at the base of the sword and at the tip of it, rested the head of the snake and it's head was opened wide with its long tongue hissing angrily. The sheath was purely black and was hidden underneath the coat as the handle of the sword popped through a small circular cutout of it.

**(Picture Kasper Cole's Black Panther outfit, only without the stuff on the utility belt, and the mask)**.

He also donned a creepy, leather mask, that looked almost like a Frankenstein themed mask. It had lipless mouth right over his own mouth, with large, gnashing teeth, much like a restrained asylum monster and it also had a zipper at the edge of the right side of the teeth. On his neck, showed two bolts stick from it, giving it that Frankenstein theme. **(Picture Kaneki's mask from Tokyo Ghoul, just take away the eyepatch aspect to it)**.

Ben looked at them as they came out, his long black hair brushing in front of his eyes.

"Why the mask and the sword?"

Ben spared her glance before smiling slightly. "Grandpa, no matter who stupid it sounded, was right to fear the world's governments. Which is why, I'm not going to be transforming and Kevin will stick to his normal abilities."

"Are you sure limiting ourselves is wise?" Gwendolyn asked, worrying for her cousin's safety. However, all she got was nonchalant shrug from him.

"Who knows. We'll have to find out." He responded, his mask scrambling his voice ever so slightly to make it harder to recognize him.

Gwendolyn sighed and she nodded slowly. However, Kevin wasn't so understanding.

"Okay Tennyson, now I'm starting to wonder if you've lost your mind." He stated as he glared across at him. But all he got in return, was a short laugh.

"Kevin… when have I ever been sane in the first place?"

"Jury's still out on that one," Gwendolyn muttered, thinking back to when he sacrificed himself for her.

Kevin said nothing more and just pursed his lips and nodded, his expression stoic. Seeing that, Ben turned heel and began walking towards the door, dead set on walking out and leaving to start what they were all ready to do.

The two watched him go and once again, they felt themselves staring at his back as he was the first person every time to take lead.

Both unanimously knew that Ben was a natural born leader, but they also knew that he would never consider himself as a leader. It wasn't in his nature to lead someone in battle or even lead a team. He was just was doing what his instincts were telling him and that so happened quarrel in with them all working together. After all, they were supposed to fight some threat that was a danger to the whole planet and Ben wasn't taking any chances with it.

It was something that the two learned about Ben; he didn't deal with 'maybes' or the 'unknown'. He dealt with 'facts'. Cold, hard, facts. And he wasn't about to caught with his dick in his hand once that threat actually decided to show themselves.

As both Gwendolyn and Kevin stepped out of the HQ, they saw staring ahead and upwards at the sky and strong breezes drifted passed them, causing his coat flap back and around slightly. His green eyes looked at the light blue skies above and with a barely noticeable smile, Ben spoke, already knowing who was behind him.

"You think Grandpa is right?" He asked, prompting them to look at the back of his head.

"Right about what?" Kevin was the first to ask.

Ben took the question in stride and answered immediately, almost like he was expecting the exact question to be asked. "Do you think he's right to be fearful of the world's governments?"

"You want my opinion?" Levin asked seriously and at Ben's slow nod, he spoke once more, and he straightened himself before he did so. "I think It is foolish to fear what we have yet to see and know. That's what I think."

Ben's facial expression slowly morphed into a stoic slate and he just continued to stare into the sky as he blinked every thirty or so seconds. After a few minutes of, admittedly tense silence went by, Ben let loose a heavy sigh as he looked down at the ground.

"I don't know, Kevin." He shook his head and then he stuffed his hands into his pockets. "I barely even know how this world works… I barely even know what happened after I disappeared. I haven't seen my parents in a decade… and this world… the world that I used to live on, now just feels so foreign and shifted. Before, my view on the world and everything around me in general was an infinitely more different then what it is now. Maybe… maybe that's why I'm having so much trouble adapting."

"Why? Because you're trying to stick to that one concept of you remembered back on Earth? Being happy, having a family, going to school, etc.?" Gwendolyn asked curiously and Ben nodded slowly. "Ben, you still have a family, friends, and you still have people who care for you. If you want something to rebuild off of, do it with us… me, grandpa, hell even Kevin."

"Hey!" Levin nearly yelled. "Don't rope me into this -," he was cut off as Gwendolyn began to speak once more.

"You don't have to try to be that same person you used to be; be the person you grew up to be. Don't regress."

Ben swallowed some saliva down his suddenly dry throat and clicked his teeth. "Enough of this." He nearly spat, not liking how she could read him that well. "Lets go. We got a mission to do."

Gwendolyn internally sighed as she looked at Ben's tense shoulders and thought to herself.

'_Why are you being so stubborn? Just let me in…' _

**ZZZ**

"With the info your grandpa gave us… apparently these two are DNAlien hunters as well." Levin's voice ran through his car as he flipped through the file that Max had given Gwendolyn as she made her way out of the HQ.

Ben boredly flipped through the file as he skimmed through it. "They've been doing this for a four months, apparently."

"They've been doing it for a little longer then we have," the only female of the group spoke up. "Maybe we should take this with some more caution."

Ben's eyes subtly twitched as he stared forward, his brows temporarily furrowing as a coarse thought brushed past him. However, he jolted slightly when he heard Kevin speak after a few moments of silence.

"There they are." Kevin pointed out with a subtle jolt of his head to the general direction at where they were.

Ben tilted his head to the sider and looked through his right window and indeed, there was the Tetramand and Kineceleran walking out of a truck with poles in their hands.

"Electrical Staffs." Kevin spoke up. "Devices specialized in capturing targets. It has durability and strength to restrain enhanced level strength, but anything Superhuman or over is certain not work." He explained. He was about to talk again, but the alarm for the car door opening went off and he saw both Gwendolyn and Ben getting out of the car. He watched them go for a few seconds and pursed his lips as he opened his door.

As he stepped out, he immediately closed his door and the car locked automatically, but gave no indication of it doing so, as the sequence was completely quiet and non-alertive

He then followed and watched as Ben leaped stealthily over on the edge of a one story building and quickly cleared over to another building. His hands clamped down on the edge to a windowsill and he began quickly climbing up it with excellent precision.

As he finished, he found himself looking over the edge of a six story, abandoned building. Gwendolyn was on the very next building beside him, two floors down and Kevin was crouching on the edge of a building right across from him on the same level.

"_What's the plan?" _Gwendolyn asked through coms.

Ben answered immediately. _"We simply observe for now." _

"_What?" _Kevin questioned, confused. _"I thought we were here to take these guys down?" _

"_No." _Ben responded. _"We're here to make sure they aren't a threat to anyone else but themselves. Understand?" _He asked seriously, wanting to make sure no one was going to get trigger happy.

Kevin frowned slightly, knowing that 'Understand' was projected at him, but said nothing, knowing that now was not the time to be petty. And so, he crouched over the side of the roof and looked over the side and waited.

Silently, Ben pulled out a pair of, what looked like highly advanced binoculars and placed them right in front of his eyes and he stared at a seemingly random spot on the large building which the two aliens entered in.

What Kevin and Gwendolyn saw, was just Ben holding normal looking binoculars. But what they didn't know, was the fact that the binoculars were a piece of Level 4 Alien Technology and the specifications of them, were pretty impressive in terms of utility. They not only allowed him infrared vison, take pictures in 8K quality and video in that same resolution, but they also allowed him to see completely through walls and had tech installed that allowed him to run facial recognition on who ever he was staring it.

"_Targets on the second floor. Ten meters to the end of the building on the south-east side." _Ben described and reported the second he figured out the calculations.

Gwendolyn nodded and Kevin gave a small, quiet grunt in confirmation.

"_What are they doing?" _She asked curiously.

Ben's eyebrow's furrowed for a few seconds before responding. _"It looks like they're investigating the building… thinking that maybe we left something behind." _

"_And did we?" _She asked seriously and Ben immediately shook his head.

"_No, Kevin and I are too careful to do that, and I was keeping my eye on you to make sure you didn't." _He informed her, but he stiffened when he felt a short wave of cold that barely lasted half a second.

Immediately, alarm bells ran off and he stared over at Kevin's perch… only find him gone.

"_Kevin you goddamn dolt!" _Ben hissed angrily before he dropped off the ledge of the building and sank straight down onto the ground. He landed in a slight crouching formation and he then stood up as soon as he could and waved up at Gwendolyn.

"_Levin just got us compromised." _Ben hissed once more and Gwendolyn looked at him in shock, before she too turned her attention to Kevin's previous spot, at which he had been staying at for the last couple of minutes, only to find it empty with his small communications earpiece laying on the cement building top.

Gwendolyn quickly dropped off the edge of the building as well and softened her inevitable landing with a burst of mana and some small debris scattered away from underneath her feet. She quickly ran over to the slowly jogging Ben and within a few seconds, she caught up to him. However, once she neared the building, she heard numerous loud bangs, followed by some yells. Quickly, Gwendolyn followed Ben inside and immediately found the Kineceleran and Tetramand laying on the ground, completely unconscious with some wounds and bruises on them.

Kevin was cloaked in a pale silver body, making his entire form appear metallic and silver, only far more shiny and detailed. He looked cocky as ever and as the metallic shine and color faded from his body upon release and, he lightly shuffled his hands together, as if he was wiping something off of them.

He then turned over and saw both Gwendolyn and Ben. He completely ignored the silent fury and anger that Ben had felt and the frustration and angry vibe that was radiating off of Gwendolyn. In fact, it didn't even register until he found Ben standing up in front of him, his hands clenched tightly. The second he realized that he just pissed off the wrong person, he was roughly punched straight across the face, sending him to the ground with a loud clump.

Kevin stared forward, completely mute from shock and he registered a warm liquid going down both his nostril and mouth and he slowly reached up. He then brushed the side of his hand across his face and brought it back, show smeared blood on the side of his knuckles. That shock evaporated as his temper arose and he was up on his feet in a flash.

"The hell was that for?!" Kevin yelled as got right up in Ben's face.

However, his temper died down once he stared into those rage filled, emerald green eyes that promised so much fury and pain onto the person that had dared cause him to feel such.

Ben reached forward and roughly gasped the fabric of his top and curled his hand back slightly and upwards, actually lifted Kevin up and onto his tippy toes. Even then, Ben was still a little taller then him, even without the suit.

"You want to know it was for?" Ben asked, forcefully calm and before Kevin could think of a smartass reply, he responded. "Simple; you completely went against my orders and instructions. I told you, you we were not supposed to attack them! We were simply running reconnaissance to see if they posed a threat!" He growled before he shoved Kevin forward, sending him stumbling on his feet, a meter or so backwards.

"So what!" Kevin shouted once more. "We got 'em! It doesn't matter if their a threat now!"

Ben growled once more, "Yes it does, Kevin!" He shouted back, his own temper finally rising. "What do you want to do? Huh? Take them to jail for a non-existent crime? Take them back to HQ? Kill them?" He asked in rapid succession and Levin's eyes widened when he finally got the point at which Ben was mad about.

"We having nothing on them, Kevin. They did nothing wrong beside pick a fight with us; a fight in which no one got hurt or so much as touched." Ben stated after a few seconds of silence, and he let that sink in with the Human/Osmosian Hybrid.

Kevin looked down slightly and sighed. "Fine…" He muttered, silently admitting he was in the wrong and that he shouldn't have done that. "What's the plan now?"

"What? Are you gonna listen to me now?" Ben asked with a vindictive sneer on his face, causing Kevin to silently exhale a long breath through his nose. But before he could say anything in response, Ben spoke soon after. "We'll leave them here. They only saw your face; they never saw Gwendolyn and neither did they see my own. They wont go to the police, as no would believe a few aliens just got their asses kicked by one enhanced human. Especially not some overweight, wannabee cop."

"Right," Kevin nodded.

"Then lets get out of here before they wake up." Gwendolyn said, still having a frown on her beautiful face. She was still angry beyond all recognition, but the tear in that Ben had provided somewhat made her feel better. But she had the impression that he was going to get off scot-free.

"Lets do it." Ben nodded as he and Gwendolyn turned heel and began walking out of the large, run down building. Kevin followed soon after, sparing the alien duo one last glance before he left along side Ben and Gwendolyn.

They soon made it to his car, and they got inside before driving off a few seconds later.

Too bad they never saw a tall male in a grey and black body suit with a long full body coat while wearing a bat-like cowl stealthily standing on a nearby roof. The pure white eyes narrowed as they left and the man promptly disappeared off into the shadows, with no one the wiser.

**ZZZ**

**Underground City, beneath St. Louis Missouri **

A bright green flash of light and a loud yell that sounded like a, chicken or rooster which followed soon after.

Ben, who was transformed into alien form, just stared across at a large, eight-foot-tall, rooster-like humanoid with long claws or… talons?

Said alien form was decently tall, being a few inches taller then his human form. He had goldish brown-colored armor, a sideways mouth, four scythe-like legs and a large, powerful pincer for a left hand. He had orange lines running on his body and his eyes were deep, emerald green. On the center of his chest, where his armored laid, was the silver, black and white, perfectly circular Omnitrix symbol. The form that he had just assumed, was the same species of a former enemy of his when he was still on Earth named Kraab and was from a species called Piscciss Premann. Since he didn't really name his aliens longer, and the Omnitrix already did that for him, it simply called the form Kani, which was Japanese for crab.

"You and I both know that there's a very, very slim chance on you escaping me. So, why don't you spare me the trouble, and save yourself the embarrassment and surrender." Kani spoke causally, speaking through a metallic, robot-like voice. However, his adversary just squawked loudly before turning heel and began running.

'_Five… four… three… two… one and bob's your uncle.' _He thought before raising his pincer and he shot a green beam of energy that had small bolts of yellow electricity circling it and the beam flew through the air quickly.

The alien that was running turned its head back slightly and it's eyebrows widened in shock and horror when it saw a large beam of energy near it. Then, before he could react, it hit him, and an explosion of black smoke followed soon after.

Kani lowered his pincer and the smoke soon cleared out, allowing him to see that his attack hit perfectly and his, formerly fleeing adversary was sprawled out on the ground. The alien had burn marks, his feathers charred and multiple injuries scattering along his body. Kani nodded before his Omnitrix symbol glowed green and an explosion of light followed soon after.

Ben stepped forward in his human form, wearing the same outfit he had worn a few days ago and he reached inside his utility belt and pulled out a Null Void Egg.

The device was small, being a little smaller then his hand and it had a yellow circular stripe going around it and on top, rested a small, concave, bronze button. The egg portion itself, was a color that looked a lot like bronze, only that it was a bit darker.

Ben moved his thumb across the bronze, concave button before tapping it, causing the yellow stripe to glow three times brighter and he casually threw it with a back-handed toss. The egg rumbled over onto the ground near the chicken-rooster alien and was quickly was sucked into the egg as it's body shrunk massively to fit inside it. Once it was inside, the egg promptly disappeared.

He looked upwards and around. Seeing that no one was around him in the secret underground city, a bright green flash of light appeared, and Ben disappeared in a white and black streak of pure speed.

Suddenly, he reappeared around ten miles away in XLR8 form and he looked upon a massive crater that was around twenty feet deep and ten feet wide. Numerous pieces of rubble from the interior part of the house remained, but in shambles. He stared at the crater and he scanned it completely. Soon the results came back, and he frowned deeply. However, before he could do anything else, he heard dirt being scuffed around, followed by a light, yet heavy being crashing down onto the ground five meters behind.

XLR8 whipped around and he immediately sped to the side, dodging a very strong and fast strike from a large hand and it slammed right into the spot XLR8 previously occupied. He stared at the alien his eyes widened slightly.

'_I don't recognize this alien at all…' _XLR8 thought, that alone being a slightly foreign concept for him. _'It's fast and decently powerful.' _He thought once more as he stared at the large, eight-fingered crater that was around eight feet deep that came from the attack he had just dodged.

The alien was tall, being around ten feet tall. It was slightly humanoid and it's body was comprised of thick, pure black scales and it had two, eight-inch-long horns on the top of it's head. It had three eyes, on being on top of it's forehead and the others being directly center to that of a human's. It had six, spider-like legs that were completely black, sharing the same scales that rest of it's body had. It's mouth was large and inside, hundreds of very sharp teeth rested in it's mouth.

XLR8 sped forward and swung it's body to the side, whipping his tail forward towards the bottom side of it's back. He then leaped forward and unleashed a dangerous two-thousand hit and slash combo from his sharp, black claws. But, after the last blow, he noticed that all his attacks were doing absolutely no damage. Then, on the sides of it's large, spider-like legs, small, spiked, spherical devices shot out and XLR8 tried dodging them all by moving diagonally.

But, one of them exploded late, on purpose, and blew up straight in his face, sending him flying back hundreds of meters.

However, XLR8 recovered and slammed his balled feet down onto the ground and ran straight forward. Once he got within ten meters of the stationed alien, XLR8 leaped into the air and he then kicked upwards a few times, actually sending himself higher into the air. XLR8 then started spinning at maximum speed upwards, gaining another sixty meters of altitude and he suddenly snapped downwards and aimed his claws downwards, and he aimed them right at alien as he continued spinning, forming a corkscrew-like attack.

Black and white streaks formed quickly and the second he slammed into the creature, a large explosion of smoke and dirt appeared, and a number of shockwaves followed soon after.

Once the smoke cleared, it was shown that XLR8's attack did absolutely jackshit.

XLR8 zipped backwards around ten meters and his visor slid up. His facial expression showed that he was shocked at what happened.

'_That alien… it took absolutely no damage from any of my attacks; including my strongest attack.' _He thought, shocked and strangely enough, impressed.

"Okay, time to switch up tactics." XLR8 stated with a small smirk on his face and the white and black Omnitrix symbol on his chest glowed green before a flash of light occurred through the entire battlefield.

In Ben's previous place, now stood Four Arms and he stared directly across at the alien before him.

"Time to give you a hand… or four!" Four Arms yelled with serious expression his face before he pulled back all four of his arms and puffed his chest forward. He also tilted his head back somewhat and he then pulled forward and roughly clapped all four of his hands together to their opposites.

Immediately, a huge shockwave rattled off his four hands and shot forward quickly and slammed right into the side of the stationed alien. As the attack hit, the alien was propelled roughly off the ground and tilted backwards. It then started tattering around in a circle, almost as if it was dizzy.

Four Arms then ran forwards and roughly punched the ground with both of his right hands, both his large, red hands burrowing into the ground. A half a second later, pillars of rock jutted from the ground and slammed right under the creature, sending it flying into the air. Four Arms then leaped into he air, throwing himself hundreds of feet into the sky and as he got around fifty meters above the airborne alien, he reared back all his hands and conjoined each into fists.

"Next stop… ROCK BOTTOM!" Four Arms roared the last part as he slammed his fists right into the alien's back, sending him crashing down onto the ground. The second his fists connected with the back of the alien, a large boom was heard, followed by a cracking sound as the alien was sent downwards and it immediately shattered the sound barrier many, many times over and as it slammed into the ground, the immense pressure that it brought upon, caused an earthquake was felt for hundreds of miles in every direction.

The crater that Four Arms made, was absolutely massive. It was around forty meters wide and sixty meters deep. Around the crater, the ground was torn up, and ripples surrounded the crater and as Four Arms landed on the ground, he saw the alien rested at the very bottom of the crater, completely unmoving.

Knowing that the alien attacked him without provocation, he knew that it was far too dangerous to be left to the public to deal with and nor did he trust that alien not to hurt any innocent beings, but he did not want to have to fight thing again and have it come back to bite him in the ass.

The Omnitrix symbol that was in the direct center of his chest glowed green before in a flash, Ben was back in his human form, only instead of the gruesome mask that he donned before, he just wore a simple black mask that covered the bottom half of his face, up to the upper part of his nose and went all the way down to his collar bone. So, he made the decision and he grabbed a Null Void Egg from his utility belt and armed it, getting a soft orange glow from the sides of it.

He then lightly tossed it down through the crater and it sucked up the unconscious alien. The egg got larger slightly, as if it had to accommodate the alien's large stature and size. Once it was fully absorbed into the device, the egg disappeared completely without a trace.

As Ben continued to stare at the crater, he crouched down and plucked a small fragment of something and he pulled out a small cylinder before dropping it into the clear, oval shaped cylinder. He then placed it into a compartment of his utility belt before standing up straight. His green eyes traced over the scarred battlefield before the Omnitrix glowed from underneath his coat and in a bright green flash, he was off in a white and black streak of speed.

As Ben left, a pair of red eyes stared through a non-lit cave and watched his every movement up until he disappeared into a burst of speed.

'_So… the stories are true…' _

"Ben Tennyson… I will be looking forward to our inevitable meeting."

**ZZZ**

**Four Months Later**

"Are sure this is wise, Benjamin?"

Ben stopped what he was doing, which was typing on a keyboard to a rather large computer screen in front of him. He stared at it mutely with a stilled expression for a moment before slowly turning the chair around to meet his grandfather's face.

"I mean, we're talking about criminals." Max stated a second after Ben staring stonily at him. However, Ben just shook his head, a small exasperated frown on his lips.

"Is what we do legal?" Ben asked as he crossed his arms and looked up at his grandfather. Max frowned and shook his head.

"No, of course-,"

"Then that makes us criminals as well." Ben stated with a shrug. "Look. I offered for you all to walk and let me start this team alone. But you were so persistent on me leading it and forging it."

Max stared at him, long and hard before he sighed heavily. "You truly think making a team full of criminals, murders and assassins, is the best option?"

Ben sneered slightly, "Please spare me the self-moral speech. We both know that I've killed a lot more people then we both would like to admit. You were a soldier and Kevin was almost in the same boat as I was. The only one semi-normal in this little ragtag group, is Gwendolyn." He said before standing up and stared down at his grandfather. "I love her. And you think I want to drag her through this?" He asked as he pointed at himself with his thumb. "No, I pleaded, no… I _begged _her to walk. But she didn't and told me that she wouldn't leave me ever again."

Max looked down and sighed as he ran a hand over his face.

"I will give you and everyone else the same option one last time." Ben started before took a deep breath. "You don't have to be apart of this… you can leave, and I will wipe every last trace of you or anyone being here away."

Max stared down at the floor, heavily considering the offer and after a few moments, he chortled shortly before he looked up. "Do what you think is best, Benjamin."

With that, Max turned around and left the room, leaving Ben all alone.

He continued staring at the screen before him before he stood up from his chair and grabbed his mask that only covered half of his face and slipped it on. He then grabbed his black leather coat and equipped it.

The second he did so, the collar propped up and his Omnitrix glowed green for a second and in a green flash of light, he was off in blur of white and black.

**ZZZ**

He arrived in LA, he immediately sped off to Jump City to find the Titans Tower to try and recruit two possible members, as he was looking to expand the team.

The reason being, was because the DNAlien threat was becoming increasingly more potent and more well known

Ben was trying to contain the threat and problem as much as possible, but even he had his limits to what he could do, and people were beginning to find out. So for that reason, he decided to try and recruit two new team members.

Those two being Raven and Starfire.

He knew that both had their problems and they were both, very, very strong. However, they were both being held back. The former more so then the latter.

Raven practiced magic, dark magic and she often feared her own power and potential. And she feared loosing control of her emotions and when she did, her power would rise exponentially.

Starfire was being held back for the sole reason because the Titans, like most hero teams, had a no killing rule and despite what most thought, she was not innocent.

No, like Wonder Woman, she was trained as a warrior from birth. She was taught to fight and while her people were mostly peaceful creatures, they were no stranger to war. And couple that with that fact that they were a generally powerful race of aliens with virtually unlimited power due to the fact they gained power through absorbing solar radiation from the sun and stars. Starfire adapted to the no-killing rule and grew used to it.

However, there were times when she exposed her true or past nature and became increasingly violent. In fact, it nearly got her exiled from the Titans a few different times, but due to a vote that was passed around each time, she was allowed to stay by popular vote.

So, in the end, Raven and Starfire were both like each other in a lot of different ways.

Ben knew that if he got Raven and Starfire to both stop holding back, then he knew that they both would have what it took to actually do the job that not many would do and they would make valuable assets to not only the team, but to the world as well.

Once Ben neared where the building should have been. Only to find an empty space on the island, followed by rubble.

XLR8 frowned from inside his visor and scanned the rubble. Soon, he was able to confirm that the broken and scattered pieces of rubble was from the Titans building.

Sighing slightly, Ben transformed back into his human form and stared at the remains of the once great building. He stood there for what seemed like a few minutes until he felt a slight updraft in the wind. Slowly, he turned his head Raven floating behind him for a second before she landed onto the ground.

"What are doing here, Ben?" She asked, her tone neutral.

Ben stayed completely still for a few seconds before he turned around fully to meet her gaze. He idly noticed that there was a lingering shade of sadness in her eyes now.

"I came here to make a proposition for you and Starfire." He said honestly. "But it looks like I'll be unable to do that."

Raven nodded slowly, not saying a word.

"So, what happened to the Titans?" Ben asked curiously, wondering why their building was no more.

After all, there were a few possibilities.

One being that they moved destroyed the tower and moved to a different location to reconstruct and relocate. Another was that their was attacked and they were going to fix it and he arrived just after it happened. And then there was the possibility that they had disbanded as a team.

Raven stayed quiet for a few more moments as she looked to the side somewhat and wore a contemplating look on her face before she sighed.

"The Titans disbanded." Raven finally answered and Ben nodded slightly. "It all started when Nightwing, or you last knew him as Robin, left the team. Then Cyborg got an invite to join the Justice League. He left and joined after talking to all of us first. Then, Beast Boy left soon after to become a solo hero. It was just Starfire and I when we decided to fully disband the team and we destroyed the tower." She explained before adding. "That was five months ago."

Ben looked at her sympathetically as he lightly rubbed the back of his head. "So, would it be a bad time to ask you if wanted to join a team that I made a few months back?" He asked somewhat awkwardly.

Raven stared at him before narrowing her gaze. "You declined joining the Titans. So, why should I or even Starfire join yours?"

Ben raised an eyebrow. "I never said anything about-," he stopped before he smiled somewhat cheekily. "You read my mind… didn't you?"

Raven nodded immediately. "Yes." She answered honestly without a care. "I wanted to see why you were here and I didn't want to hear your cryptic explanation."

Ben smiled somewhat more. "I can see time has done you well with getting out of your 'shy hole'." He stated and Raven narrowed her eyes.

"You can say pain changes people." Raven said shortly and Ben chuckled, surprising her a good amount, as she never really heard him chuckle before. And now that she thought about it, he seemed lighter… less cold and detached. Like he was genuinely enjoying talking with her.

"I can imagine." Ben stated before his smile faltered slightly. "But, back to your question…"

Raven nodded, wanting to know he was going to say and if he had changed at all or if it was just her imagination.

"I'm not going to tell you what you should and shouldn't do." He said with a shrug. "I see potential in you; potential that you try suppressing by blocking off your emotions."

Raven's eyes widened in shock when she heard what he had said and soon enough, they narrowed in anger as a slow black mist coiled around her clenched hand.

"You know nothing." She nearly hissed and Ben just shook his head.

"No, I know a lot." He corrected before he raised his hands in a placating manner as he felt the sharp increase in dark magical energy. "Look Raven," he started with a bit more force in his voice and his green eyes became a little more cold, actually halting her anger a slight bit.

"I know that hiding and locking away all your negative emotions isn't healthy." Ben said slowly before he stood up completely straight. "You want to know why you're afraid of your power and afraid of loosing control in the first place?"

Raven frowned deeply at that question and couldn't hold back the hostility in her voice she spoke.

"You think you know me better then I know myself?" She accused and Ben just sighed exasperatedly and shook his head.

"No, I'm not saying I know you better then you know yourself." He declined before he continued. "I'm saying I know what caused your fear to lose control and I know why that you even do so in the first place."

Before Raven could process fully what he had just said, he continued.

"The reason you lose control, is because all those emotions you constantly hold back are apart of yourself just as much as the other emotions you let linger." Ben started before he waved his arms slightly. "Where do you think all those 'negative' emotions go?" He asked as he parenthesized 'negative'.

When she didn't answer the question, Ben answered for her. "They go and forge a emotional block of raw emotion and once you let go of all the repressed emotion, it floods you and your power reacts to that and since your body and mind isn't used to it and since it happens so suddenly, you lose control over your rational thinking and power."

Raven stared at him with wide eyes and small tremors rocked through her body. "Y-You're telling me that… that all those emotions that I repress in order NOT to lose control… has actually been my undoing?"

Ben tilted his head to the side a few times, a contemplating expression on his face as he thought if what she had said was right and after a few moments, he grunted.

"Somewhat." Ben stated. "Look Raven, if you keep trying to lock away your emotions, you will continue to lose control. But, once you actually let them go and learn to live with them, you will not only have complete control over yourself, but you'll also be much, much stronger then you could possibly imagine."

Raven looked down for a minutes, a very troubled look on her face before she looked up at Ben's face.

"I-If I stop holding back my emotions… will I still be me?" Raven asked hesitantly and surprisingly, Ben laughed. She almost wanted to be angry, but once she heard his next words, all that anger died away and was replaced with stupefied wonder.

"Raven… you have never been yourself in the first place." He said with a smile and she gave one back. Albeit, it seemed a little forced.

"So… this team you're trying to build." Raven started. "Who's in it?" Ben looked thoughtful for a second before he responded.

"There's me, my cousin who's a decently powerful magic user. Then there's-," Ben stopped midsentence as thought about what Kevin was to him. However, after a second, he continued. "An alien hybrid."

"That's it?" She asked curiously, trying to get her mind off of what Ben had just said to her. But, before she could say anything else at all, Ben spoke up in probably the most serious tone that she had ever heard him speak in.

"Raven, before you even think about the answer, I want you to know this team won't be like Justice League or the Titans." He started, earning her complete attention. "This team will not be like Justice League. This team isn't going to be afraid to do what needs to be done."

"Wait!" Raven interrupted as she stared at him in shock. "A-Are you saying that your team… kills people?" She asked unsurely.

Ben stared at her long and hard. "Sometimes, yes." He answered shortly before continuing. "We, however, do not kill innocents. Only people that cannot be redeemed."

However, once again, Raven interrupted and actually spoke with a smile.

"Stop… I understand." She nodded. "You wont kill innocents like you said, but you'll do what no hero does: Kill."

Answering honestly, Ben nodded. "Yes." He stated the second her heard the explanation. "I won't accept anyone on the team that can't understand that-,"

"Don't worry." Raven stated, once again interrupting him. "I'm not so foolish to believe that everyone can be redeemed and that we should give everyone an infinite amount of chances while we stuff the villains back into prison. Only for them to break out a few months later and go onto kill even more innocent people… and then let the cycle repeat itself."

Ben's eyes widened at that, impressed that she admitted what almost every hero never wanted to admit. "I see that you understand the grim truth about the justice system."

Raven smiled grimly, "It wasn't until Slade or Deathstroke, whatever the hell he calls himself now, explained that to us during our last meeting, that I fully understood the truth."

"And that is?" Ben asked seriously, wanting to know where she stood.

Raven's grim smile never left her face. "Simple; not everyone can be redeemed. There some that you have to put down for the safety of others."

Ben smiled at that and even though Raven didn't see it, she saw the relief and happiness in his eyes. So, she smiled and nodded.

"So yes, I'll join the team." Raven agreed with a tone of finality.

Ben smiled a bit larger at that, "Good." He muttered before he added something as an afterthought. "Say, do you know anyone else who might want to join?"

A little caught off guard by the question, Raven stared at him for a quick second before thinking about it. After a few moments, she nodded.

"Starfire might want to. Then there's a metahuman named Terra, who we almost fought once after finding out that she escaped some secret government facility named N.O.W.H.E.R.E." Raven explained. "I don't know really anything about it, except that they were experimenting on metahumans."

Ben frowned when he heard that, _'I think I found my first targets.'_

"The things people will do for power never ceases to amaze me." Ben shook his head in distaste.

Raven nodded mutely in agreement before continuing on to what she was saying. "Then there's Ravenger, a highly trained assassin… and Deathstroke's daughter." She stated and Ben's eyes widened a small bit after that. "She was a member of the Titans for a small while before she defected."

"I heard a few months ago, that Nightwing apparently went rouge or made everyone believe he did. Deathstroke put her in his tutelage and they trained for two months and then suddenly, they parted ways and Nightwing returned and explained he was going under cover and that he hadn't truly gone bad."

Ben frowned thoughtfully before smirking over at her. "Well talk later. You commin'?" He asked her, taking her by surprise.

"Going where?" Raven asked curiously and confusedly. Ben's smirk widened a small bit more.

"My HQ." He answered like it was obvious. "Where else?" He asked casually at her surprised look. "You have any stuff at home that you need to get?"

Raven thought about it for a second before replying. "Nothing I can't get later." She replied earning a hum of acknowledgement form him before a familiar green flash appeared him.

She continued looking, completely unaffected by the bright light. However, once it died down, she was able to XLR8 in Ben's place.

"What's this alien do?" Raven asked curiously.

XLR8 looked at her before responding. "I'm fast." Was all he said before he quickly zipped forward and grabbed her.

Raven was just able to react when he grabbed her and suddenly, her surroundings changed completely, and she found herself in front of a huge building that would have put the Titans Tower to absolute shame.

She then turned to her right and saw Ben back in human form, standing and holding the door open for her.

He jerked his head towards the opening of the doorway and smirked lightly.

"C'mon, we have stuff to do."

**ZZZ**

**Aliens that made an appearance this chapter – **

_**Name: Unknown**_

_**Species: C**__**eleritate **__**M**__**urum**_

_**Abilities – **_

_**Superhuman Physical Characteristics, Enhanced Durability, I**_**_nvulnerability_**_**, Explosion Manipulation, Gas Manipulation, and Adaption.**_

**ZZZ**

**I sincerely hoped you all enjoyed this chapter. **

**NOTE: I have a poll up on my profile, so if you all are interested, please go vote!**


	5. Chapter 5

**Yo! It's me again! **

**I know, this chapter was a bit late, as I usually update once every seven or so days, but I failed to do that, and I apologize. **

**Now, this chapter will finally feature in some of the dirty work Ben will be doing. He'll be making a difference and that will become very apparent, very soon. Know that Ben will not be giving mercy to his enemies. Know that Ben won't have any mercy towards anyone that carelessly kills innocents or people like the Joker. **

**I will be letting this be known now, as some may not understand what type of character Ben is. But I will let you all in on a little info. **

**Ben is not the type of person to give mercy. He was forced to become as merciless as they come. He was forced to kill for the sake of his survival, at the age of 10. He was forced to have to the Omnitrix after he found it. He grew up around some of darkest, most evil beings in the Universe. Ben fought almost every day, for the better part of his first 6 years in the Null Void. It wasn't until his seventh year, that he was able to somewhat stay away from action. But, don't let it fool you that he wasn't still fighting. **

**He was still having battles with Vilgax, Kevin and many other powerful beings. **

**Over the years, he had killed an unfathomable amount of people just for the sake of survival. **

**Ben regrets it every day, which is why he even decided to become a vigilante and do what very few had the balls to do. **

**That is all I have to say. I hope that sheds some light on a little of the history of Ben's stay in the Null Void.**

**ZZZ**

A thick grapple wire shot forward at quick speeds and impacted with the side of brick wall and pierced it. At the end of the wire, a hook exploded forward, securing the wire's strength into the wall

From a roof on the other side of a street in the dusk of night, stood Ben stacked up in full gear with a grapple gun in his hand. He wore pure monochrome clothing, a black hoodie, followed up by a black full body coat, black pants, black boots and a black top.

He walked over to the edge of the building and looked down to the street, which was fifteen stories below. He kept gazing at it before he suddenly took one step forward and dropped off the roof.

He would have kept falling straight down, had it not been for the grapple wire that swung him forward and allowed him covertly to travel to another roof. As he neared it, he let go of the grapple and sailed through the air before grasping onto the edge of the building.

Ben held his grip strongly before a dim glow spread through gloves and gave a slightly brighter glow of some sort of confirmation. Nodding slightly, he started shuffling past outside of the building wall before dropping down for a second.

He threw his hands forward a full second later and slammed them onto a window. But surprisingly, he didn't smash it, nor did he keep falling. No, the gloves that he was wearing prevented half of that and kept he stuck there.

But all he had to do to move, was to move his hands a certain way and that corresponding glove would react and disengage.

Ben shuffled to left and stopped after passing four windows when he saw a room filled with men and women alike.

Eighteen men and women sat around a large, oak wood table and at the corners of the room, stood eight armed men with masks on and they just stared straight.

The occupants that were sitting around the table, were talking and there multiple suitcases opened and were filled to the brim, each case easily holding a minimal of a couple of million dollars.

In the back of the room, were twenty suitcases filled with cocaine and other drugs. There must have been around two, maybe sixty, eight pounds of drugs stuffed into those cases.

Ben narrowed his gaze as he spied on them through the window and he was easily able to see where the money was, to identify who the buyers and dealers were and where the drugs were.

He stared through for a couple more seconds before he climbed up the wall and made his way up to the roof. Once he made it up there, he deactivated his gloves and crouched down onto the floor and pulled out two large, brown cases that were previously being kept hidden underneath a pile of trash.

Ben unclipped the top and opened the cases.

Inside the first, was a pile of weapons and ammunition. He stared at it for a short moment before he pulled out two of the largest weapons and set them down beside him.

Those two weapons were a modified Remington R4 Rifle. That rifle was completely mat-black, it had a standard military grade holographic sight, a foregrip, an extended and duel magazine. Each magazine held forty-one bullets and shot eight-hundred and sixty rounds per minute.

The second weapon was a SIG MPX that only had a foregrip and a reflex sight attached to it.

Ben quickly reached inside the case and retrieved a few magazines for each weapon and loaded them both within a couple of seconds. He then received a pair of suppressors and attached them as well before he slung both of the weapons underneath his coat and kept them there.

He then grabbed two sidearms, which was a suppressed Beretta 92 and a suppressed FN Five-Seven. Both were one of his favorite firearms and used them a lot while training. However, he never really had the chance to use them, as regular firearms wouldn't do jack-shit to any of his enemies in the Null Void.

But that went without saying that he was really gifted with using firearms. He had beyond perfect eyesight, his senses were trained perfectly, and his situational awareness was at a level at which only some could even dream of achieving. Plus, he needed a hobby and firing guns and collecting them served to do just that.

So, he strapped both of them in gun holsters on his respective thighs before grabbing two smaller sized swords and placed them both in sheaths that were strapped around his lower back.

Nodding, he reached inside his utility belt and pulled out a standard issue grenade. He held it for a moment before he pulled the pin and tossed it in the case.

He turned around and walked down the stairs and into the building.

After five or so seconds, an explosion rocketed off the roof and that was more than enough shake the building some and get everyone who was currently inside's attention.

Ben walked down the stairs for a few more moments before he stopped and looked at the floor number. Nodding as he saw the number he was hoping to see, Ben walked down the hallway to the left and stopped as he found a large, wooden double door.

He looked at it for a second before he cracked his neck and exhaled heavily.

"Maximum effort." Ben mumbled before cocked back his foot and slammed it into the door, sending the wooden doors flying off the hinges.

The occupants looked startled by that and one screamed as a door sailed right in front of him before his head was cleaved right off by it. Blood splattered from his neck and his head hit the wall behind him and rolled over onto the ground.

"_Tiān nǎ_!" A well-dressed Chinese man yelled in surprise and fright as door collided with the behind them and he slowly looked at the horrified facial expression of the disembodied head on the ground.

"_Qué demonios es esto_?!" A middle-aged Mexican man with facial tattoos asked with a yell as he stood up. But he nearly shat his pants when he saw the man who had kicked in the door hold up a suppressed handgun that was aimed right at him.

"Shut the hell up." Ben ordered with narrowed eyes. "I didn't ask you to talk. Nor do I give a flying fuck at whatever you're saying. So frankly, save us the time and effort and close your damn mouth, before I put in cap in it."

The Mexican man looked frightened, but none the less furious at the threat, as he could probably die at the moment if he made any wrong decisions to further anger the man more than he had already. So, he did what any smart man would do in his situation and slowly sat back down on his fancy chair and shut up. But his glare never left his face.

"What are you here to do?" An older man asked, speaking in decent English with a heavy Russian accent.

Ben turned his attention to him, and the Mexican drug dealer worked up some nerve and slowly reached underneath the table to grab one of his hidden weapons. However, a small, soft sound of a gunshot ran through out the room, followed by a body hitting the ground.

Everyone looked over and the Mexican drug dealer, dead on the ground with a bleeding bullet hole coming from the other side of his throat. However, they were also able to see that wound started from the inside of his throat and pulled just passed through. Most of them robotically looked back to Ben who held his gun aimed at the previous spot the drug dealer occupied a few seconds ago.

"Are all you drug dealers and pimps that stupid?" Ben asked humorously before once again turning his attention over to the Russian that had just spoke a few seconds ago. "You asked what I was doing and I'm going to answer you."

They nodded their heads slowly and Ben grinned behind his mask.

"Well, I'm here to do… is to put you all in body bags." He stated without a pause, causing all the guards to point their weapons at him. "Is now a bad time?"

'_Ak47's, M4's, Ak74 U's… they must be really well paid.' _Ben thought internally, subtly eyeing the weapons that were being aimed at him.

"So," Ben started as he turned to his right and pointed at the drugs that were stacked up. "That's around… six – eight million dollars' worth of cocaine, followed by around that much in cash. And I'm assuming that you all are scum bag drug dealers."

Many of them frowned and clenched their fists at the clear, blatant disrespect pointed at them. But, one of the more confident ones stood up and glared seriously over at Ben.

"Walk away and your blood won't be splattered upon these walls." This one, spoke in a perfect American accent. He gave his threat, and, in his mind, it seemed far too generous.

Ben listened at his threat and pretended to think about the _offer_, but he smirked a small bit and laid his eyes upon the one who spoke to him.

"Is that right?" He asked as he crossed arms, his suppressed Berretta 92 tucked to his chest and underneath his arms. "Well, you see I have this distinct feeling that if I leave, you'll just sell these drugs and they'll go onto the streets. Then that would cause people to die and those drugs will tear apart lives. Something of which, I'm not particularly fond of."

Many of the drug lord's frowns got even larger and deeper before the American one spoke up once more.

"I will not say this one last time." He started before his face shifted into a scowl. "Leave…" He growled.

Ben just stared at him before he chuckled. He discreetly looked to his left and right and after that, he unfurled his arms and let his left hand that held the gun, hand limply to the side.

The drug lords and guards took that as good sign, but unfortunately, they never saw him snake his hand to his back and pulled out a smoke grenade. He pulled the pin with just his thumb while behind his back and grinned as he dropped it.

The occupants of the room, minus Ben, all looked at the smoke grenade in surprise and horror before deep, dark grey smoke started rapidly spreading throughout the room. Many of the drug lords tried reaching up and covering their noses just in case the smoke was made from something harmful to them.

The guards, however, began opening fire at Ben's last known location, unloading dozens upon dozens of rounds at a spot Ben hadn't even been in over five seconds.

Smirking, Ben leaped over and landing on the conference table and looked to his left. He aimed his suppressed firearm at the drug lord that his gun was aimed at had not yet seen Ben at all and he just continued coughing roughly and swinging his hand back and forth to try and sending the smoke away so that he could properly see and breathe.

However, he stopped when he opened his eyes a little further and slowly turned to his left and saw the edge of a pistol suppressor pointed to his head, in point blank range. He barely had time for his eyes to widen before a bullet penetrated his skull and killed him instantly.

Ben turned to his left and squeezed the trigger a few times, firing off a few shots in the back of another drug lord, filling his back up with lead and the man screamed mutely as he fell face first onto the ground. He then felt someone grasp onto his shoulder and Ben roughly grabbed onto that hand that was attached to his shoulder and swept his right leg underneath his attacker's own leg, causing him to lose balance and fall backwards.

Ben then slammed the handle part of his Beretta into the falling man's face, shattering his nose almost completely from the force of the blow and just as the man reflexively reached up and held his nose, Ben crouched down and held his weapon and pointed it towards his chest. He then fired off two shots in point blank range, the first shot hitting his right lung and the second skimming his heart, which caused him to almost die automatically. But he felt the full force of the shots and was going to hang onto life for another few minutes before he bled out and his lungs filled up with his own blood and promptly died of either suffocation, or blood loose.

Probably both, if Ben had a say in it.

Ben moved his head to the side as another man tried slamming his first into the green-eyed man's face. However, Ben swiveled his head out of the way and bent down before unloading a few more shots while crouched into the man's chest. One of those bullets slammed directly in the center of his heart and one even hit the side of his throat, killing him within a few moments.

Rolling onto the ground, he squeezed the trigger once, guiding a bullet between the eyes to another drug lord as he saw him pull a gun of his own. However, Ben grunted as automatic gun fire rippled through the air and lit up the room and he leaped over to the side searched through the smoke for where the gun fire was precisely originating from.

He managed to find where the guard was firing from and estimated where his kill spots would be and pulled the trigger twice, shooting two bullets and the first one missed, but the other one slammed into the guard's throat, sending him plummeting down onto the ground, all while in frenzy as he tried to stop the bleeding with his hands.

Ben then looked at three scurrying drug dealers and aimed his handgun at the first one and fired. A silenced shot rang through the air and a bullet pierced through the target's skull and slammed into his brain, killing him instantly. Ben moved his hand slightly to the right and fired another shot and this time, he aimed directly for stomach.

Finally, he looked at the last remaining dealer and pulled his trigger. He fired off his last remaining bullet in the mag and shot in directly in his head.

Ben frowned slightly as he realized that he was out of ammo for his Berretta. So, he pulled out his Remington R4 and looked at the remaining guards that were in the room, which there around a dozen more.

He then began unloading rounds quickly and with precise precision, only wasting one or two rounds for each armed guard.

Within five seconds, they were laying on the ground, dead.

He stood completely still and took a deep breath of air, calming his self. However, his eyes widened slightly when he heard loud stomping, which was followed up by loud, automatic gunfire.

Ben instinctively rolled under the table and braced his head from the incoming gunfire. Quickly, Ben reached behind him and grabbed one of his swords from their sheath and stabbed it into the table before slicing upwards. He then broke the edge of the off and lifted the large part of the wooden furniture and flipped it, making a barricade to at least somewhat shield himself from the gunfire.

He kept sitting there, completely quiet and calm and once he heard the gunfire trail off, he reached underneath his large coat and put his Remington R4 back and pulled his SIG MPX out before standing up.

He aimed down sights and tap fired ahead, only shooting two to three bullets per tap, and with precise accuracy, he killed four guards with only twelve bullets. However, once another group of armed guards came rushing into the doorway, he ducked back to the ground and they started rapid firing through the table.

Ben grunted in pain as his left arm was shot but a stray bullet that pierced through the table. He looked at it through his clothing and saw a two-way bullet hole and nodded when he assessed that bullet went all the way through.

Smirking slightly, Ben rolled to his right and peeked through the edge of the flipped table and unloaded the rest of his clip into the group of clueless guards, shooting them dead.

They all flopped to the ground and bullet shells hit the ground and the barrel to his SIG MPX slightly smoked a transparent vapor. Slowly, Ben stood up and unloaded his empty clip and reached inside his coat and pulled out a full clip. Ben quickly loaded up the clip and pulled back the charging handle before releasing it.

Ben walked over to the suitcases full of drugs and money and gathered them all in one pile. Once he finished within a few minutes, he reached inside his utility belt and pulled out a small, flat, spherical device with two small green buttons on it.

He looked at it for a small second before he lightly dropped it onto the grouped-up money and drugs before walking away from the pile that at the far corner of the building, at least a couple of meters away from any glass.

He tucked the butt of the gun as close to his body as possible, making sure the weapon was as close to his person before he rounded a corner. He slowly peeked the left and saw few more armed guards and they the sliver of his head peek out and immediately opened fire. Ben cursed slightly and hurriedly pulled his head back in, narrowly evading dozens of bullets.

The guards all stopped firing after each unloaded a dozen or so bullets each at the wall, at which Ben was hiding behind.

'_Their uniforms… those are no mere thugs.' _Ben thought as he crouched somewhat and peeked his head over the edge of the corner. What he saw in a split second confirmed suspicions, as they were all using military grade weapons, good looking Kevlar gear and everything.

Seeing that the scales were tipped in their favor, Ben pulled out a mini flashbang from his utility belt and pulled the pin.

He peeked over the corner one last time before he chucked the flashbang with all his might and flew through the air at surprising speeds. It then slammed against the wall, fifteen meters behind him and right beside the squad of armed men.

They looked at the flashbang before they tried ducking out of there to shield themselves as they recognized the projectile immediately. But they were a bit too late, as a quick, white blinding flash of light appeared, and they all were all disorientated from the hellish light. Every single one of them saw blue and black stars and they tried recovering as quick as possible.

Ben heard it go off and he rolled into the hallway and opened fire onto them. The men tried to dodge by blindingly stumbling down the stairs, but Ben had at least clipped them all with a gunshot or two and they fell down around five stories before stopping.

So, it was safe to say that they were dealt with. Permanently, if he had hoped.

Even so, Ben wasn't one to take chances, so he jogged down the hallway and started going down the stairs.

Once he made it down the stairwell, he took immediate precaution, aimed down sights and checked his corners evenly. However, he saw the armed men groaning and coughing beside him. Every single one of them were bleeding from at least somewhere and most of them were doing so through their mouths as well.

Not taking any chances, Ben aimed his weapon and fired a few quick shots off, nailing each and every one of them with a piece of lead into their heads.

Ben then traversed out of the building and mutely grabbed what looked like a small grey detonator with a red button as he walked outside of the abandoned building.

Without thinking twice, he pressed the button and immediately, a small sized explosion of flames rocketed from the spherical device that Ben had set down a few moments before.

The fire burned furiously from inside the room, ruthlessly burning all the cash and drugs and the latter only accelerated the process and promptly caused an explosion, shattering the windows.

Ben walked over towards a black pained van and opened the unlocked door and hopped inside. Reaching over with a lean, he opened the front seat compartment and opened it. He then saw a pair of car keys and grabbed them before closing it up.

Once he sat straight, he pushed the key in the ignition and turned it. Immediately, the engine roared to life and the lights kicked on, allowing him to see freely in the van.

Not even bothering to put on his seatbelt, or to turn on his headlights, he pulled out of the parking lot and onto the main road, not once looking back. Even as the entire roof was suddenly cloaked in burning orange-red flames.

**ZZZ**

**2 Hours Later **

**Ben 10 HQ**

Tires lightly screeched as Ben pulled into a garage that was already opened. Once he hit the breaks and stopped the van, the retractable door to the garage closed up.

Ben opened the door and stepped out of the vehicle. The second he stepped out, he closed the door backup and looked around.

With a crack of his neck, Ben snapped his finger once and the lights popped on, allowing him to see around him better. With that, he walked up the steps to a doorway before reaching forward with his left hand. He placed the palm of his hand on a black pad of tech and a blue laser-like line of light passed up and down once before it glowed green.

The door clicked open and Ben removed his hand from the pad. He then reached up and pushed the door open, so he walked into the room. Which wasn't much of a room, more a small, two-foot by four-foot metal room. He walked inside and turned around. Once he did that, he touched a button that was on a number-pad on the side of the door.

Once he did so, the room started creaking before he was taken upwards a few dozen floor levels. However, once he got a particular level, it stopped, and he was allowed to walk ahead safely and found himself in his own personal Weapon Armory.

The Weapon Armory was a large, soundproofed room. It had purely grey walls, four rectangular lights that lit up the room brightly. A little brightly, Ben mused mentally.

There was a very long wall that had a weapon bracket with numerous firearms attached to it. The weapons there ranged from the odd Glock handgun, to a M249 LMG.

In the center of the room, was a large, eight-foot long, four-foot wide table that was completely cleared, save for the black cloth that covered the entire platform of the table.

Ben walked over towards the table and grabbed his two handguns and placed them onto the table neatly. He then shuffled to his right somewhat and reached inside his coat. Ben pulled out his primary firearms and placed them down neatly as well. He then unequipped his two sheaths that had his swords connected and put them down onto the table right above his automatic firearms.

Once he finished with that, he walked over to another side of the wall and opened a metal box that was nailed into it. He looked inside for a long second before pulling out small gauze, some threat and a sterilized needle. Nodding as he closed up the box with the items in mention in his grasp, he walked over to a chair and placed them down onto a small black table with a lamp on it.

Ben raised his hands slightly and began undressing his torso. However, he grunted somewhat in pain as he pulled of his clothes, leaving his chest bare, showing his large and extremely well-defined muscles. However, he had at least a dozen notable scars that littered his entire torso and a hole in his bicep that looked like it was previously/still bleeding profusely.

He cracked his neck a couple times and released a sigh through his nose. "Maximum effort." He mumbled as he grabbed the needle and thread.

Ben turned to his right and grabbed a bottle of whiskey. Without thinking twice, he poured himself a glass before downing it one go. However, once he did that, he grabbed the large liquor bottle and dumped an ounce of it onto his gunshot wound, earning a small exhale of pain from through his nose. But he remained quiet and toughed it out, knowing he had handled far worse injuries in the past two years. Never mind the past ten.

After doing so, he started sewing up his wound with the needle and thread. Only to stop after the few run-abouts as he heard the elevator come up again.

Ben swallowed drily as he saw Gwendolyn staring at him, her arms crossed underneath her bust, unknowingly make jut out a little further.

"Really?" She asked seriously. At Ben's blank look, she sighed longley. "Listen Ben… I'm not asking you to call out for help-," Gwendolyn was interrupted by Ben's long sigh. With a raised eyebrow, she looked at him. "Anything to say?"

Ben smiled a small bit, but without any humor. Merely satisfaction. "Mission complete. Each drug dealer dead. The money and dope have been dealt with." He reported shortly, leaving nothing out.

"How about the hole in your arm?" Gwendolyn asked with a frustration. "Look Ben, I agree with what you do. I really do! I just wished you tell me when you needed help."

Ben nodded, "Trust me, I will." He smiled. "You'll be the first one I ask for help if I _need_ help. But this isn't it."

"Ben you were shot!" She protested and Ben exhaled heavily through his nose before stood up, drawing her attention to his torso, which she had never seen before. Or at least, she hadn't in years.

Gwendolyn swallowed drily, suddenly finding her throat dry as a desert.

"I've taken care of myself well in the past years." Ben stated with a forcefully calm voice and expression as she stared her down through her distracted eyes. "I don't need help for a simple gunshot."

With his peace said, Ben sat down and stared at the whiskey bottle before pouring himself another glass.

Gwendolyn shook her head, trying to free her mind from the very distracting, yet admittedly dirty thoughts that were running through her mind a mile a minute and managed to think about the task at hand, rather then how big his pecs were, how drool-worthy his abs were and how shockingly sexy his scars were.

"Y-you aren't 21." Gwendolyn felt the need to point out and Ben smiled amusedly.

"Please." He scoffed playfully. "Breaking the legal drinking law by a few weeks is at the bottom of a _very_ long list of worries that I have." His eyes shimmered with amusement and she continued staring at him with a frown.

Ben stared her down for a few minutes before he sighed. "You aren't going to leave unless I let you stitch me up. Are you?"

Gwendolyn let a small smirk of triumph grace her rosy lips as she walked over towards him with an unintentional sway of her hips. Something Ben noticed and kept his gaze on until she was within a foot from him and she looked down upon him.

"I don't know what you're talking about." She breathed as she took the needle and thread into her grasp as she eyed his gunshot wound. However, she looked at it in surprise and looked down at Ben once again.

"Hey, call me crazy, but didn't realize a simple 5.56 could pierce skin that well." She mumbled and Ben nodded in agreement.

"No, you aren't crazy." He informed her. "My first order of business after I get this thing tied up, was to call around to see if I could replicate the wound and see what type of ammo those were."

Gwendolyn just shook her head in an amazement as she picked up where Ben had left off. However, she eyed him for a second as he downed another glass of alcohol.

"Hey." Gwendolyn started, earning his attention as she looped through his skin for the first time with the needle. "I was wondering… if you could – I don't know… train me?" She requested uncertainly.

Ben raised an eyebrow before he nodded along while thinking about her surprisingly request. "Sure… I don't see why I can't show you a few things." He smiled thinly and Gwendolyn smiled as well while doing a mental cheer in her head.

"Be down in the public training area tomorrow at 5 A.M." Ben instructed as she finished stitching his arm wound up. With that, Gwendolyn bit off the thread and let Ben go. But she stared at Ben as he poured himself another glass of whiskey.

She watched as he downed it all and turned his gaze onto her. But before she could say anything, Ben smiled a bit and nodded in appreciation.

"Thanks for doing this for me… even if I didn't ask for it." Ben stated before adding the last part with a pointed finger aimed right at her. Something of which she giggled at.

"Go." Gwendolyn ordered as she playfully slapped his other arm. "Go take a shower. You smell like sweat and blood."

Ben smirked slightly when heard that and leaned upwards and Gwendolyn's breath got caught in her throat as she saw him deviously smirking up at her. They were close enough to feel each other's breaths and the heat they produced.

"_Why don't you join me?" _

Gwendolyn's eyes widened in shock, her breath hitching even further. And she must've have been just staring at him continuously for a while, because once she blinked, she heard Ben's distant laughter as he rode up the elevator.

'_Jerk… say something like that…'_ Gwendolyn blushed as she just stood there, recollecting her thoughts.

However, she stayed there for a few moments before she too went down the elevator to her room. Mainly to get some sleep, as it was late, and she was pretty damn tiered. Plus, she had to be up early, and tomorrow was a big day for her.

**ZZZ**

**Next Day**

**5 O'clock A.M**

Bright lights turned on as a large door opened up mechanically.

Ben walked in with Gwendolyn in tow, both wearing somewhat normal outfits… well, normal for them.

Ben was wearing his normal monochrome outfit, but without his trench coat and without his sword strapped to his back.

Gwendolyn was wearing a simple black and purple colored outfit.

She and Ben walked across from each other and stood four feet from another. They stared at each other's green eyes.

"Now remember, you fight me like I am your enemy." Ben started seriously and Gwendolyn said nothing and just stared back with a dire expression on her face. "Because I won't give you the same curtsey."

Gwendolyn, this time nodded.

"No magic, no transformations. Just pure unarmed combat. Nothing but our brute strength, training and instinct." Ben stated before he took a half a step back and circled her. Gwendolyn's eyes never left his form, and she especially looked at his lethal points, namely his hands and legs.

The fight was started off Gwendolyn leaping back the second his footing shifted irregularly for even the slightest second.

Ben saw her do so and just watched her leap back a few meters. His green eyes scanned her mannerisms and how much she bent her legs when she took off the ground and how long it took for her sail through the air. He noticed that she blinked when the air filtered around her head as she made her move and saw that she wasn't trained not to.

Narrowing his gaze, he saw that she shifted into a classic judo stance with her right foot pointed to the side and her left one lifted around eight inches off the ground. She then positioned her right arm outwards, slightly bent and left arm pulled back and her elbow slightly cocked into her body.

Ben just continued standing straight up, not once breaking his gaze with her.

And like that, ten minutes went by before Gwendolyn allowed a frown to grace her features. "If you won't make the first move, I will!" She declared boldly before she ran forward at subsonic speeds.

Ben was easily able to react to her rather straight forward attack and merely tilted his head to the side before weaving back somewhat as he dodged a punch from here and a spinning heel kick. He raised his right arm and blocked a two-kick combo and Ben rolled to the right, allowing Gwendolyn's heel to clash to the cement ground due to a failed axe kick.

She showed no signs of her failed attack hurting and merely pressed on and launched a basic front kick, which was followed by a nicely executed butterfly kick.

All of which, Ben either evaded or parried with absolute precision and perfect timing. Ben smacked Gwendolyn's hand away as she tried karate chopping him to the side of his throat and he landed a quick palm thrust right in the center of her upper stomach.

Gwendolyn gasped slightly in pain as the wind was forcibly knocked from her lungs and she stumbled backwards somewhat. However, she bared the and ignored it as she charged forward with superhuman speed and threw a few more attacks at higher speed and more ferocity.

Ben had to put in some more effort to keep up that level of speed, but he was able to do so as he deflected a quick and basic, one-two boxing combo before ducked under a sloppy punch and tucked his shoulder into her midsection.

Discreetly, he lightly tapped her hamstring on her right leg with precision. He grunted a small bit when he felt her elbow collide with back, right over his right shoulder blade.

Gwendolyn was going to go for another, but her attack met nothing but air as Ben rolled out of the way at the last millisecond. Her head snapped to the side in which he rolled to and she forced to tilt her head to the side as Ben's heel came flying at her at unexpected, supersonic speeds.

Ben was impressed. He didn't really expect her to really be able react to supersonic combat speed, but she did, and it seemed like she honed her reflexes. Even without the use of magic.

'_But let's see how she performs constantly.' _He thought seriously before he began fighting at a more serious tempo.

He threw a few fast-paced jabs, which were all evaded narrowly, before he stepped forward and landed an elbow square in her chin, causing her head to snap back. Ben didn't let up as he as punched her stomach with force that prompted her to eject a glob of blood from her mouth. However, she wasn't able fully spit it all out as Ben slid behind her and roughly yanked the back of her head downwards and sent her flying backwards.

She would have been sent into the wall, had Ben not heel kicked her to the ground, creating small, barely noticeable spiderweb cracks to spread throughout the landing point around her back.

Gwendolyn groaned painfully as she rolled over after a few seconds. She opened her eyes and her vision was blurry for a second before throbbing pain earned her attention and she looked downwards as line of blood dribbled down onto the cement ground.

Groaning, she stood up and looked over at Ben with clear respect in her gaze. "How are you so fast?" She couldn't help but ask.

Ben looked at her long and hard before releasing a small chuckle. "I couldn't always stay as an alien." He started, earning her full attention. "Sometimes the Omnitrix would be out of commission and sometimes I would decide not to use it. You know, for training."

Gwendolyn nodded slowly, understanding what he said spoke up once more as she wiped some of the blood from her face with her sleeves. "Why though? You could have died."

Ben shrugged, "I was confident. I was always learning. I treated everything like it was a training exercise, knowing that another fight would only serve to better me in my ability to fight. I loved it… the exhilaration, the high stakes, the adrenaline – the mere realization at the end of every close fight, that I could have died. It made it THAT much more exciting and addicting."

Gwendolyn stared at him, completely stunned as he finished what he was saying.

"I learned most from experience. I learned from mistakes and I relied on that." Ben stated before going quiet for a few seconds. He then chuckled a small amount. "I knew that after every fight, I would come out stronger, faster… more intelligent and that made me all the more eager for my next fight."

With that, Ben went on the offensive, forcing Gwendolyn to leap back, or so she would have if she wasn't suddenly forced to her knees as she gasped in pain. Her eyes snapped closed and veins along her throat popped up, showing the straining she was putting on her head for whatever reason.

"W-What…. What did you do?" Gwendolyn asked, panting from the raw, unadulterated pain that rippled across her stomach and her right leg. However, she had a brief flashback to when Ben slammed his hand into her stomach and underneath her right thigh.

"I hit two of your pressure points. Some of the more… painful ones. But… certainly not as deadly as you feel it as." Ben explained. "They're merely used to stun and cause great pain to the enemy." He further explained.

"C-Can… can you teach me that?" Gwendolyn asked after a few seconds.

Ben considered the question before he shook his head, earning a look of disappointment, but one of understanding as well.

"That fighting style won't work for you." Ben started, completely uncaring her emotional look. "I'll train you, yes. But your current fighting style is atrocious."

Gwendolyn wanted to be offended, but she honestly could blame him for saying such a thing, as he was right. He beat her with ease, and she had a feeling that he wasn't even trying.

"Your stance… the one you opened the fight with, it was a judo stance." Ben started and she listened carefully, wanting to memorize everything he said. "Your fighting shows me that you rely heavily on kicks. So, you're probably more advanced in Kick Boxing then anything. And, if I remember correctly, you were already practicing karate before I went into the Null Void. So, you have one fighting designed to fight completely on the ground and to disable other combatants… you have another that deals with quick, light strikes and other that deals with powerful, yet quick and flexible attacks with your feet and legs." He summarized with a thoughtful look.

He continued staring off into space for a couple of minutes before he grinned. "I think I know just what teach you."

Gwendolyn smiled and leaned forward. "And that is?"

"Simple: We'll start out with some Jujutsu and Muay Thai. We'll build around those two, as those will give you edge to take down armed enemies and they allow for quick and efficient take downs. Then, you can build around them with some Tae Kwon Do, Kung Fu, karate and a little Ninjutsu." Ben explained after a few seconds, leaving a bewildered Gwendolyn as she thought about the possibilities of a combination of all those arts.

"Of course, as you learn them, it'll be up to you to craft your own fighting style. And that will only come out of experience as you learn which moves you like best and which ones feel fluid, right and instinctual. It won't happen immediately, but if you give it time and dedicate yourself, you'll learn and master it." Ben stated with a smile. "That's why I'll be having you fight me every day for two hours straight; no breaks, no interruptions. Just straight combat."

"Sounds good." Gwendolyn nodded with a smile and a determined gaze.

Ben nodded, satisfied with her response. He smiled thinly and walked up to her and lightly slapped her on her arm. "Good. I'll see you then."

With that, Ben broke his gaze with her and made his way towards the large silver door. Once he entered a three-foot radius, it opened up robotically and allowed him into the small metal elevator.

He then walked inside and tapped the number of the floor he wanted to go at, and the door closed up. Once it closed, the rustic industrial elevator creaked slightly and shook before it went downwards, taking him to the requested floor.

Within a few seconds, his elevator stopped, and his own personal Weapon Armory came into view as the door slid open, allowing him entry. Something of which, he allowed and went inside.

Ben made his way through the large room and walked over towards the large table. Looking at it, he looked around before he clapping his hands.

"C'mon, daddy's home." Ben stated in an impatient tone as he clapped.

After a full second, a light, barely audible beep sounded a blue hue appeared before it transformed into a scan and went over every object in the room, scanning it. Multiple small notes appeared right next to everything that was scanned, which was followed up by some pictures and such.

However, a full scan of everything in the room, a voice carried through the room, as if the it was the rom itself. It sounded almost human, but there was a slight robotic tint to it, that someone would only hear unless they heard it more than once.

"Evening sir. Shall I recommence standard weapon protocols?" The voice sounded out with a distinct British accent.

This was an AI that Ben had unknowingly constructed when he upgraded the entire HQ as Upgrade. Apparently, synching a Galvanic Mechamorph's very being with technology, could have caused… unexpected outcomes.

Ben still didn't know if the AI was sentient our not. But he decided to keep him or it around, as he was a fantastic help with everything. And weirdly enough, it had a sense of humor that seemed to lighten Ben up when he needed it.

It… helped. Especially since he was trying to adjust to the world again. And for that reason alone, Ben decided to let the AI stay. The name of it that Ben had given it, was Automated Tray Label Assignment System. Or, Atlas for short.

"Yeah, you do that." Ben stated as he opened his palm and pointed outwards. Once he did that, a light blue screen appeared, which was in the shape of an eight-pointed gear/star, strangely enough.

"Have you scanned the bullet residue from my wound?" Ben asked as he moved his right hand upwards and gestured to himself, bring another blue screen to life. Only this one was perfectly rectangular and was around four feet long and three feet tall.

It had numerous writing that surrounded and underlined a graph.

"Indeed, sir. It would seem that bullet that you were shot with, was made with some sort of Potassium and Rubidium." Atlas explained before continuing. "Sir, you weren't shot with a bullet… you were shot by a bomb."

Ben pursed his lips, impressed. "Not bad. The human body is comprised of 60% of water and both Potassium and Rubidium react negatively towards water and oxygen, something the body relies heavily on." However, he stopped talking and crossed his arms. "Who ever made the bullets, knew they could cause a hell of lot more damage then a simple gunshot wound. I mean, _no way _you're pulling one of those out of your gut."

"It definitely exploded… just not nearly as big as I would have expected." Ben mused quietly after a few seconds of consideration, but Atlas was able to hear him easily enough. "But why not add more? It could have easily finished the job if there was even a sixteenth of an ounce more in that bullet."

"Sir," Atlas' voice carried out, earning his attention. "Maybe it wasn't meant to blow you apart completely and go for the kill that way. Only blowing apart-,"

Ben interrupted him as he snapped his fingers. "The Organs." He finished for him and self-sure nod. "Of course. Those bullets are meant cause extreme internal damage. I mean, say one of these were to hit… my liver." Ben stated before he created a picture of a human liver from the blue transparent tech screens with a simple hand gesture.

He then made an explosion signal with his hand and a giant hole appeared in the picture of the liver, showing that approximately thirty percent of the liver gone completely.

"I'd be toast." Ben nodded. "I don't know what would kill me first." He started before held up hand and all his fingers folded back, besides one.

"The initial damage." Ben continued before raising his second finger beside that one.

"The internal bleeding a few minutes after." He mused thoughtfully before nodding.

"Or the long-term damage, say I do survive long enough to get surgery, and then it kills me a few years later." Ben nodded, clearly impressed.

"I've seen bullets made to pierce Kevlar. I've seen bullets able to kill Superman. I've even made extremely light weight and balanced titanium rounds." Ben shook his head.

"But I've never seen bullets comprised of Potassium and Rubidium." Ben finished with a sigh as he rubbed his hand across his slicked back hair.

'_That's something to think about.' _

**ZZZ**

**So, I hope you all enjoyed this chapter and I hoped it shed some light on how Ben's character is developing through time. **

**At the moment, it's been around eight or so months since Ben arrived back on Earth from the Null Void.**

**I don't really have anything else to really say, beside have a nice day or night, depending on when you're all reading this. **

**Tootles!**


	6. Chapter 6

**YO! **

**Before I get into today's chapter, I want to let you all know that I will be doing a fic where I will be posting character bio's along with other things. So, if you want to see character stats and see how strong a said character is, go along and see that fic. I will be regularly updating that fic with character strength and feats as this fic goes along. **

**Warning: This story contains explicit scenes, heavy violence, foul language, unrealistic proportions and actions regarding the human body as well as other contents suited for mature readers only. If such content does not appeal to you and your preference, kindly leave.**

**ZZZ**

A red streak of light blurred across the skies while a blue streak, being a bit slower, passed through as well.

However, on the ground, a blue and black streak sped forward, maintaining pace with the second streak.

Ben, in Jetray form, sped through the sky at hypersonic speeds, which wasn't even a small fraction of his full speed this form. But he needed to hold back immensely so that he didn't leave Gwendolyn and to a certain extent Kevin behind. He knew that Gwendolyn's max flight speed was around Mach 8, maybe Mach 10 for a short while. But it was better than it was a few weeks ago, that much was apparent.

However, Jetray halted once he saw what he was looking for and hovered in the air, waiting. Gwendolyn halted behind him a few moments later as she fully caught up.

Kevin stared upwards before crouching slightly and sprouted Lepidopterran wings from his back. Once he flapped them, he took off into the sky, scattering a lot of sand below his feet due to the desert that they were in. He flew upwards into the sky and hovered in the air besides Gwendolyn. He waited calmly as they all stared at a few dozen or so DNAlien weather towers with even more DNAliens working on them, doing numerous miscellaneous tasks.

"Remember the mission briefing." Jetray spoke in his hurried, deep and raspy tone. "Demolition is priority. Destroy every single tower here. Don't worry about the DNAliens until we fully finish off the towers."

Both Kevin and Gwendolyn nodded in agreement before they flew off to their respective tasks.

Kevin, while maintaining the Lepidopterran wings, stuck out his right arm and that entire limb shifted into a Petrosapien arm. He then flew forward at speeds greater than sound, and while he was doing that, the diamond-like arm shifted into a double-bladed axe. Once he neared the tower, he cleaved it completely in half as if it was made from wet paper.

The tower creaked slightly and the DNAliens squawked in alarm as they opened up their sickening mouths before shooting the dark green slime at the airborne Kevin. However, he was able to maneuver out of the way with ease and his bladed axe shifted into a very large hand, being around ten meters in length and height.

Kevin aimed his hand and shot it forward with blurring speed. The DNAlien couldn't react as the huge, teal crystal hand slammed into them and the falling weather tower, completely destroying it in a fury of fiery explosions.

Gwendolyn floated up into the air before holding out her hands. A golden glow surrounded her palms and her eyes were shrouded with the same color.

**"Scintillans Fuegos Artificiales!"** Gwendolyn intoned calmly. Once the words were spoken, hundreds of small, golden bolts of energy flew forward from her palms.

They soared through the sky before they curved downwards. The bolts of energy impacted with a few weather towers. After a few seconds, it seemed like her attack had down nothing. But once two or three seconds passed by, hundreds of small explosions rocketed off, creating dozens of shockwaves. The entire horizon was blocked by the explosions and then was blocked by the smoke.

Within a few seconds, the smoke cleared, and it was shown that the weather towers were completely eviscerated, along with a portion of the desert ground below them.

Gwendolyn then did a small twirl before aiming her right hand forward. Small sparks of red, demonic lightning coursed around her arm.

The golden shroud of energy that surrounded her hand, suddenly flickered to a matching red. The second it switched colors; Gwendolyn recited the spell fluently.

**"Demonio Rojo… Fulmen!"** She shouted the last word.

A huge, pure red lightning bolt came to light and shot from her hand. The lightning bolt, mid-travel, transformed into a red eastern style dragon. It zipped through the air at speeds many times faster than a lightning bolt and crashed down upon a half a dozen weather towers.

Immediately, a huge dome of red energy appeared, followed by forceful shockwaves that scattered dunes of orange sand. The dome of red energy was then surrounded by red lightning that traveled around it.

Gwendolyn let out a small breath of air as the dome flickered away, showing that her attack left a massive, twenty-meter-deep crater of sand that was starting to fill back up as time ticked by.

With Ben, he was in human form as he stared down a dozen of his own weather towers. He looked down his bare left arm before his Omnitrix appeared as the Nanomachines formed it completely.

With a considering expression on his face, he smiled. "Omnitrix, give me a random alien; an alien that I have already used." He added the last part quickly.

The Omnitrix glowed green briefly before a corresponding flash of light appeared.

Within a second, the light died down, in Ben's previous place, was a decently large, and wide humanoid alien.

The alien was tall, being around ten-feet-tall. It was wearing a bulky, grey and dark green containment suit with the black, green and silver Omnitrix symbol placed proudly on his chest. The containment suit had a large circular helmet and the facial part of it, had three, perfectly straight, thin, oval-like cutouts where orange and yellow breached through.

"NRG?" The alien spoke in a heavy Russian accent. "I have not used this form in quite a while. A rather… unexpected outcome. But not entirely unpleasant."

With that, the visor part of his helmet burned brightly a large beam of very intense heat shot straight from at it. The huge beam of light traveled at immense speeds before slamming directly into a weather tower, and it went straight through the lowest part of the base of the foundation.

Now that it lacked a major part of its foundation, it had almost nothing to keep in the air and so, it started creaking before it tilted to the side. Within a full three seconds, the huge weather tower had slammed into the ground, creating a loud noise and it scattered a good deal of light orange sand.

NRG's Omnitrix symbol glowed green for a moment before another green flash of light, another alien appeared.

The alien had a magnetically floating metal head which levitated on an arch between his shoulders. He had crab-like claws for hands and his body was mainly black with yellow feet, hands, shoulders, and chest. Right below the arch of where the head rested, the normal Omnitrix symbol rested.

Without saying a word, he held his pincer-like hands forward and released a magnetic pulse.

All of the weather towers, which weighed more than a few thousand tons each and Lodestar, the name the Omnitrix automatically gave his alien, easily levitated them all into the air.

Pieces of sand stuck to the bottom and drippled downward as the massive structures stayed levitated a hundred feet in the air.

Lodestar continued holding his arms forward before he sent another magnetic wave, but this one was far more pressurizing and constant. Once it reached, the structures all started to violently vibrate before they all erupted into fiery explosions.

Very small pieces of rubble rained down with smoke lingering behind them. Small flames lit up a portion of them. They all crashed upon the ground and Lodestar just let his hands fall by his side.

With a flash of green, Ben returned back to his human form.

It had been a few weeks since his mission with the drug dealers and things had been going well for him. Almost too well. His relationship with Gwendolyn was improving, he was becoming increasingly more comfortable around not only her, but everyone else. Even Kevin.

His paranoia had somewhat decreased most of the time and while he still looked over his shoulder near constantly, he had a degree of trust with everyone. Especially Gwendolyn.

Raven had also opened up a bit since then as well. She was decent friends with Gwendolyn and Ben. Raven still remained quiet and kept to mostly herself, but she didn't really hesitate to talk to anyone or ask for help if she so needed to. Her magical power and skill with magic had also increased and had grown astronomically more powerful.

Ever since she had stopped holding back her emotions, her power had grown, her focus was greater than before, and she felt more… free.

Ben, however, no longer wore his bulky, armored suit, hell, he didn't wear any masks. He left his entire face free to see. But if he was on a mission that required him to do… illegal or questionable tasks, he would either use his suit or the mask.

Now, Ben sported a full, nicely trimmed and grown beard, and his hair was slicked back nicely. He wore a black short sleeve shirt with a grey stripe going down the middle, a grey collar, a grey stripe at the end of his sleeve. For pants, he wore dark green trousers, with a black utility belt along with a silver belt buckle with a green Plumber badge placed onto it. Ben also had on a pair of black leather boots that went three-quarters up to knee. The Omnitrix was proudly shown on his left arm.

From the sky, both Gwendolyn and Kevin came flying downwards onto the ground and landed beside him.

"Everything done?" Ben asked seriously. Both Gwendolyn and Kevin nodded, earning a smile from Ben. "Good. Let's get going before-,"

He stopped speaking once he heard his Plumber badge beep once from his belt. Curiously, Ben grasped onto to it and disengaged it from his belt buckle and held it in front of him.

Once he held it front of him, Gwendolyn and Kevin gathered around, and a hologram appeared. All three of them saw Max appear in his standard wear and he looked oddly disturbed and panicked.

"Yo, what's up gramps?" Ben lazily waved, but he was surprised to hear Max nearly shout at him.

"Not now, Ben." Max stated seriously and immediately, Ben's lazy smile vanished from his face and they all listened carefully, noticing that Max was very serious about something; something dire.

"There's something going on in Manhattan!" Max nearly shouted. He was perpetrating a heavy amount and his body posture was extremely stiff.

Ben wanted to sigh, but his more cynical, serious side prevented him to do so. His grandfather hadn't sounded so serious in a bit. In fact, he only reacted that serious when he proposed to kill all those drug dealers three weeks back.

**XXX-Flashback: A Few Weeks Before-XXX**

_"Ben you can't be serious! You're proposing a massacre!" Max's voice rang through the conference room._

_Ben and Max were both standing across from each other. One wore a calm expression, and another wore a frustrated and furious expression._

_"Massacre?" Ben asked as he crossed his arms over his broad chest. "Look, if those drug dealers aren't stopped, they'll just kill more innocent people, they'll just start more drug wars and more innocent people will die." He stated, staring unflinchingly into his grandfather's gaze._

_Max's frown dipped down deeper. "If you want them stopped, then just give them to the police!"_

_Ben shook his head. "What? Have the police deal with them?" He asked with a grin. He then scoffed after a second later. "Don't tell me that you're that naïve?! If those dealers and their men are just put inside a jail cell, they won't stay. They will make bail and then BOOM!" He yelled at the last part, slightly startling Max as he jolted backwards._

_"They're back on the streets!" Ben clapped with his hands. Max frowned as he saw Ben's point. "They won't stop, until they've been put in a grave. You know that, Kevin knows that… Hell, even Gwendolyn knows that."_

_Once Max was about to speak, Ben turned his right and jolted his hand to the side. A bright blue, transparent screen appeared with pictures of all the drug dealers._

_Underneath all the pictures, were paragraphs of reports._

_Then, above them were rap sheets of all their criminal charges._

_Around them, were around a dozen videos that started playing. Max couldn't tear his eyes away from the screen, as he rapidly scanned the entire thing. He read each word and watched the videos at the same time._

_The videos were replaying murders, executions, tortures and the one thing they all had in common, was that the drug dealers in the pictures, were all doing the crime. They were the ones killing, torturing and executing other men and women._

_"Now do you see?!" Ben nearly yelled. "These aren't just drug dealers! They are much, much, MUCH worse. They won't stop, not matter how much innocent blood is on their hands."_

_"Those dealers aren't just drug dealers. Murderers, rapists, hell, there's even a pedophile among them!" Ben yelled as he gestured his hand towards the screen._

_"Benjamin." Max started after a few minutes and placed his hands onto his shoulders. "I have faith in you. If you think this is the best course of action… then do it." He sighed in defeat as he took a step back, disengaging his hands from Ben's shoulders. "But I will have no part in this mission. Nor will I have any part in missions like these…" Max explained before turning heel and walked away._

_Ben watched him leave and stood completely still. However, after a full five minutes, he opened his mouth and sighed heavily._

_'I know I'm making the right decision.' Ben thought with a nod._

"**I'm sure of it."**

**XXX-Flashback: End-XXX**

"Manhattan…" Max gasped as he stared a monitor. "I-It's being pulled out of the ground!"

Kevin nearly choked on his saliva, Gwendolyn gasped in disbelief and Ben stared stoically.

"How?" Ben asked, entering a no-nonsense mood. "By a powerful telekinetic?"

"That's what I'm guessing." Max nodded before he stared at Ben seriously. "You have to go down there. Stop whoever is causing this, Benjamin."

Ben's green eyes hardened. "You don't have to ask."

Before anyone could say or do anything, Ben placed the Plumber Badge back to his belt buckle and the Omnitrix glowed green before he transformed into XLR8.

"You two stay here." XLR8 ordered with his visor down, and with his face revealed. However, once he finished speaking, his visor slid up and sped off.

"Ben, wait!" Gwendolyn tried as she reached out. But her hand met nothing but air XLR8 left in a white and black streak. Hurried, Gwendolyn turned over to Kevin. "We got to go!"

Kevin looked unconcerned. "Your cousin can take care of himself."

However, she didn't look any less concerned. "It's Ben who I'm worried about! There's no way he can focus solely on fixing the problem while also trying to evacuate the city!"

Now Kevin looked surprised before he nodded. So, his feet morphed into Kineceleran limbs and he hunched down slightly. "Get on."

Gwendolyn didn't need to be told twice and within a second, they were off in a blue and black afterimage.

**ZZZ**

Karen Starr or Power Girl was… not exactly having the best of days. And that was putting things lightly.

First her city, Manhattan had been invaded by robots that could radiate a weird, widespread emotional spectrum. While she was nearly invulnerable to most attacks, she however, was not invulnerable to psychic attacks to the brain. Which was why she had even a small amount of trouble with some tin cans.

But she was able to dismantle them easily enough, but when she was warped upwards somewhere in a bright green light, she suddenly found her surroundings change.

Power Girl or Karen Star was a little above average in height, five-foot-seven inches tall. She had short blond hair, bright blue eyes and a very curvaceous, athletic hourglass-figure. Power Girl had huge breasts, easily being MUCH bigger than Gwendolyn's, an ass to match and long slender legs. She wore a white bodysuit with a 'window' that exposed a lot of her cleavage, blue gloves and boots, and a red cape.

Now, sprawled out on the floor, surrounded by even more robots, Power Girl gritted her teeth as she looked upwards. She growled when she saw a large, grey furred gorilla, sitting above on a podium.

"Ultra-Humanite!" Power Girl hissed angrily as she gripped her hands.

"Hello… Power Girl." Ultra-Humanite smirked, his voice and just about his entire being already getting on her nerves and she had only been in his presence for a little over ten seconds. "Have you missed me?"

"Oh, go to hell!" She yelled as she stood up, only to have her arms forcefully bound to her side by an invisible force. She would've said something, but her body started involuntarily levitating and she was pushed towards Ultra-Humanite.

He then roughly grasped her by her short hair and with his huge hands. "I was promised the world in exchange for you." He smirked before tightened his grip. "You have to admit… I'm getting the better deal!"

"Then you'll love me!" A rough voice shouted before orange and black blur slammed into the side of Ultra-Humanite, sending him flying. That also caused him to let go of Power Girl and she fell onto her feet.

The orange blur dropped to the ground as well and Power Girl was able to easily identify a rather large creature.

It was around eight feet tall and it had a Humanoid-Pillbug body. It was extremely wide as well. Its body was primarily white and black with yellow armor plating on his back, shoulders, and the backs of his arms. There were also four sharp claws with black lines surrounding the edge of the skin connected with the claw. It also had on what looked like black formfitting trousers. For a mouth, it had large black lips and its mouth stretched across the center of his body. On his head, was the standard Omnitrix symbol (Ben 10,000 Cannonbolt).

'What in the world?' Power Girl thought, wide eyed as she stared at possibly the weirdest creature she had ever seen in her entire 26 years of living.

"Who are you?" Power Girl asked, sliding into a prepared stance just in case the creature turned his attention onto her.

Cannonbolt quirked an eyebrow at the question before he turned around. "Who I am doesn't really matter. Just know that I'm not here to fight you. Only to help."

Power Girl nodded slowly before her enhanced hearing picked up the sound of a seven-hundred-pound mutant gorilla shuffle from the ground. Within an instant, she turned her attention to what really mattered and that was stopping Ultra-Humanite and getting Manhattan back to where it belonged safely.

Ultra-Humanite growled before he leaped forward at immense speeds, actually taking Cannonbolt by surprise and tackled him. Cannonbolt grunted a small amount as his armored back slammed against a wall and he frowned before he transformed.

Dropping loose from Ultra-Humanite grab, was Grey Matter and once he fell to the ground, he transformed once again.

On the ground, in Grey Matter's previous place, was now Stinkfly and he spat a large clop of durable slime right into Ultra-Humanite's face. However, the human-gorilla was able to avoid it, just barely as he was almost too surprised to the creature shift into multiple other creatures.

However, once another green light flashed, he was forcefully punched across the face by two of Four Arm's arms and sent him propelling forward.

With another flash of light, Lodestar now stood in Four Arm's place and he held out his pincered hands forward. He then used his Magnetokinesis to lift up the metal that ship was made out of. Within a full second, he was able to fully manipulate the metal to forcefully entrap and constrict Ultra-Humanite.

However, that proved fruitless, as Ultra-Humanite was able to easily shred himself of the restraints placed upon him. With an angry snarl, he charged forward with his fist cocked back.

Almost getting blitzed, Lodestar was able to transform once more.

With a black and white blur, XLR8 dodged the blow with laughable ease as he was able to duck under the punch. He then dropped down to his back and started launching millions of kicks into Ultra-Humanite's torso and with the last one, XLR8 roundhouse kicked him in the side of the face. Within a second, Ultra-Humanite was launched up into the ceiling due to the sheer magnitude of all those combined attacks.

With another transformation, another alien stood in XLR8's place.

The alien was tall, being nine-feet tall and heavily resembled a werewolf. He had grey fur, a long flowing mane, and a large bushy tail, with three sharp claws on each hand and foot. On the center of his lower torso, was the Omnitrix symbol. His build was extremely muscular, just a little bigger than Ben's own human form. Just not nearly as detailed and cut. (OS appearance. Only taller and more muscular).

Not wasting a single second, Blitzwolfer's mouth opened and split into four different parts, showing the inside of his mouth was green and filled with razor sharp teeth.

A sharp, piercing howl was then released from his maw and green soundwaves were sent flying upwards at the stiffly falling Ultra-Humanite.

Power Girl watched the fight go with wide eyes before she grinned. "Well, can't let him have all the fun."

With that, she was off in a sonic boom. She flew upwards and slammed her fist right into the side of Ultra-Humanite's face, sending him right through ceiling and through the entire ship itself.

Blitzwolfer watched what happened before he transformed into Jetray and flew through the hole that was made with Ultra-Humanite's body and followed Power Girl out.

Once he left the absolutely huge ship, he hovered into the air, not even minding as sonic booms rocketed off into the sky as Power Girl batted around Ultra-Humanite through the air. Instead, he focused on what truly mattered and that was getting Manhattan down with minimal casualties.

Frowning, Jetray flew up to where the cables that were holding the now floating city up into the sky. Once he made it the cables, his green eyes burned with power before he started releasing Neuroshock blasts, destroying each cable as he flew forward. He maneuvered through the city, not stopping as he shot Neuroshock blasts from his eyes and his tail.

He did all that within a half an attosecond.

Now that cables were broken and the now that city was no longer held up, it was falling from hundreds of feet in the air. So, Jetray quickly flew down the ground where Manhattan was supposed to be.

Jetray stared upwards before he took a deep breath. "Maximum effort."

With that, a green flash exploded off his form.

He transformed into Diamondhead and instantly, he crouched down onto the ground and placed his crystal-like hands on the soil. Diamondhead looked at the now rapidly falling landmass and within a second, a huge, turquoise colored platform came out of the ground from right underneath the falling island. Once it reached it, the crystal platform had four pillars, one on each of the corners and they slammed into the underside of the island.

That caused the island to somewhat safely stabilize and steady itself. Diamondhead then mentally ordered the crystal platform to slowly sink back into the ground and within a few minutes, the island was fully placed back where it belonged.

Hundreds, if not thousands of people started pouring out of the island, a large amount of them all terrified and confused.

Diamondhead released a sigh of relief as he saw that the city only suffered minor, maybe mild property damage and only a few people were injured. He looked around as he stood at full height and, but he spotted Power Girl up in the sky, fighting as hard as ever as she continued to pummel Ultra-Humanite.

However, Power Girl jackhammered him down to the ground and Diamondhead half expected him slam into it. But he saw a bright green construct of light appeared and formed a baseball mitt, catching him.

Knowing who that constructed was created by, Diamondhead looked upwards and saw a group of costumed individuals either flying or riding on a bright green construct themselves. The ones that couldn't fly jumped down onto the ground and began helping where they could.

He easily spotted Superman, the ever so attractive Wonder Woman, Aquaman, Cyborg, Red Tornado, Captain Atom, Martian Manhunter, Black Canary, and Captain Marvel. Along with a few others that he didn't recognize.

Diamondhead narrowed his gaze, 'Something's up here.' He thought with a frown on his crystalline face. 'There is way, way too many leaguers here just to handle some mutant gorilla and a falling city.'

The mitt disappeared and allowed Ultra-Humanite to softly fall onto the ground, completely unconscious and battered beyond belief. Which was a little surprised to see, at least to Diamondhead's point of view, as the leaguers typically didn't exclude such brutality. Even if it wasn't too brutal, at least by his tastes.

Superman floated over towards Power Girl, a frown marrying his face. Once he neared, he squared off against her.

"Power Girl! That was too far!" He nearly barked and she narrowed her eyes at him.

"I didn't realize we had to prop up some pillows when we fight against people that tried to kill millions of innocent people!" Power Girl growled and Diamondhead snorted in agreement. However, Superman didn't back down by her glare.

"That still doesn't give you the excuse to put him such a condition!" Superman argued as he stood against her. "You took it too far."

Power Girl didn't say another word and floated down to the ground and stood across from Diamondhead.

"I wanted to say thank you for helping." She said genuinely before reaching across with her right hand.

Diamondhead stared at the hand with his yellow eyes and smiled before returning the gesture by shaking her hand. "No problem. I happened to be in the area and wanted to help. No biggie."

Power Girl shook her head, "No seriously. You helped and I appreciate that."

Diamondhead cocked his head slightly, 'She seems genuine.'

"Like I said. No problem." He smiled before they both released each other hands.

Power Girl actually grinned a small bit. "So, what are you? Some kind of alien like me?"

"Technically… I'm like a million other aliens." He stated, now feeling a slight bit awkward, but he didn't show it.

Power Girl looked at him with a raised eyebrow before her eyes widened in shock as she pointed at the Omnitrix symbol on his chest.

"You're Ben Tennyson!" She gasped, causing Diamondhead's eyes to widen in shock.

"How do you know that?" Diamondhead asked in a forcefully calm voice, his facial expression returning back to normal.

Power Girl responded within a second, "I'm a part-time member of Justice League and I overheard Superman talking about a young man who could shapeshift into powerful aliens. I also saw that same symbol on your chest with one of the aliens that they were looking at."

Diamondhead calmed down considerably after that, but he was still a bit ticked off because he took a lot of precaution to keep his identity a secret, or at least after he met the Titans. So, now that they knew who he was, he figured he didn't really have to stay transformed, so in a bright green flash of light, attracting the attention of a few nearby heroes and civilians' attention, Diamondhead transformed.

Once the light died down, Ben was back in his human form.

Power Girl got a look at him and smiled. He was pretty good looking. In fact, he was really good looking and was extremely well built. He wasn't as broad as Superman, but his build was just as, if not more impressive than Superman's own.

She was surprised to see him reach out with his hand once more, but this time with a smile. "Well, as you know, my name's Ben." He started as he shook her hand, a smile adoring his features. "And it's a pleasure to meet a woman as beautiful as you."

Power Girl looked at him in surprise, not expecting him to openly say that and now that she thought about it, he hadn't been constantly staring at her breasts. Which was not only uncommon, but also weird. At first, she thought he was gay, but now that he was calling her beautiful, she was doubting that assumption.

But now, she put a smile on her face. "The pleasure's all mine." She purred as she looked him up and down, her smile turning flirtatious.

Ben quirked an eyebrow at her change of attitude before he broke the handshake.

"It was a pleasure to meet you, truly." Ben nodded before he looked around, noticing that the Justice League members were wrapping up doing whatever they were doing, and ambulances were starting to pour into the the previously floating city. Once they entered, the superheroes had also started helping badly injured men in the ambulances and the ones that had healing powers were continuously trying to keep some of the really badly hurt individuals.

"But I think it's time for me to leave." He decided and Power Girl nodded, figuring that she should as well.

"Hey, I was thinking… do you want to go out for some drinks later?" Power Girl asked, taking Ben by surprise. "But… you know that I can't go in a public place as Power Girl… so do you want to go somewhere private?"

Ben pursed his lips and considered it before he grinned down at her. "Sure. I have a hideout I used to use." He stated. "It may not be the most luscious place to have a drink at… but I think it will work." He said. "How about we meet at… nine?" He asked, referring to what time they should meet.

Power Girl's smile remained and nodded. "See you then, Ben."

With that, Power Girl leaped into the air and flew off into the sky, a resounding boom following suit.

Ben watched her go with an impressed gaze. Her speed, even casual speed, was a bit too much for him to track. He was impressed, immensely so that she was able to go that fast without even putting in any effort. But he wasn't surprised. He was lucky enough to see a Kryptonian actually fight seriously without holding back and he had to admit, they were a very impressive race regarding strength.

Before anyone could see him, Ben disappeared within a bright green flash of light and a streak of black and white light, leaving the heroes to do their thing, with only a few of them knowing that he was there at all.

**ZZZ**

Ben sat atop a huge skyscraper and his legs dangled over the edge of the building. He stared at the night sky and once he felt an updraft of wind behind him, he tilted his head backwards and saw the person who he had been expecting for the past ten minutes.

There stood Starfire in all her glory.

Since Ben had departed with the Titans last, she had grown a surprising amount, now being six-foot-four inches tall. Her body had filled out some more and her breasts had even grown a size or two. She now wore a more revealing costume, which took the form of a purple monokini. The bikini bottoms had two straps of fabric going up her sides, leaving the center completely exposed, and then wrapping around her neck. There was a large gem in the center, where a belt buckle would be, and she also wore shiny purple arm guards. For footwear, she wore a pair of matching thigh-high boots (1).

"Ben!" Starfire shouted exuberantly as she floated beside him to the edge of the building. Ben looked up at her, not moving from his sitting position and smiled up at her. "How have you been?"

Chuckling a small bit at her excitable and bubbly personality that he assumed hadn't changed one bit. "I've been doing alright. All things considered."

Nodding, the Tamaranian Princes looked him up and down as he stood up fully. And even though Starfire was a very tall woman, he still would have eclipsed her by at least two inches in height, if she wasn't already floating six or so inches off the ground, so ironically, she had the height advantage. Once her eyes made it up to his own, Ben raised an eyebrow as he saw the hidden lust behind her green iris.

However, he didn't have any time to think about it, as she used her monstrous strength to encapsulate him in a bear hug, unintentionally, or intentionally, Ben didn't know, buried his head into the valley of her huge breasts. Surprisingly to Starfire, he didn't struggle, and she separated from the hug a few seconds later and Ben had a small lit blush on his cheeks, as he didn't expect her to do that so suddenly.

Though, she didn't let it stun her for long as she stood on the roof, no longer floating and hugged his right arm, once again, unintentionally, or intentionally, burying his muscular arm into the valley of her breasts. "Raven said you had wanted to meet with me… something about me joining a team."

Ben nodded, noting that she seemed more focused than she had been last time he had seen her. "Uh, yeah. It's basically a team that I formed initially to stop an impending threat of unknown severity. But…" he led off with a slight smile. "It became something more… it became a team that would do what the Justice League couldn't or really, wouldn't do."

Starfire's bubbly mood died down a small bit as she realized what he was talking about. But made no moves to disagree with him. Before coming to Earth and before becoming a Titan, she was a warrior, a princes of royal blood. And while her species were peaceful by default, she had seen a fairly large amount of warfare to know that sometimes, no matter how tragic, bloodshed was necessary.

She didn't particularly agree to the whole 'No Killing Rule' that Robin had set up, but she agreed none the less, due to the thought of pleasing her friends. But to Starfire, it killed her inside to know that every villain they caught and apprehended, broke out of containment and went on to kill innocent beings, when she could have stopped it by putting her foot down. However, Starfire didn't do it and it was one of the reasons she had left the Titans numerous times over the year, but she would always come back under the false belief that everything would be better that time around.

So, she knew that some people couldn't change or much less, didn't want to. So, to hear that another besides Raven and a few others agreed with her private views, she became ecstatic and her body filled with relief.

"Are you here to recruit me?" Starfire asked after a few seconds. Ben looked at her, long and hard with his piercing green eyes before he spoke in a serious tone.

"I'm not going to ask you to kill people yourself." Ben started, his tone indicating how serious the matter was and Starfire looked fairly serious as well. But strangely calm as well. "All I ask is your trust and allegiance. If you can give me that, I'll properly recruit you onto the team."

With a few seconds of silence, Ben finally added. "So, do I have it?"

Rather than answering verbally, Starfire stood up on her tippy toes and kissed his cheek. Before moving backwards, a small grin on her lips.

"That answer your question?"

Ben looked at a little surprised before a smirk lit onto his lips. "Sure." He nodded.

"I can give a tour of the HQ…" Ben led off as he looked down at his Omnitrix and a hologram appeared with the correct time. "I got a few hours to spare. What's your schedule lookin' like?"

Starfire giggled a small bit, "I'm open for a few hours as well. So sure, I'll go."

"Perfect."

**ZZZ**

It was a relatively short flight across the country as both Starfire and Ben while using Jetray, traveled across it to get to their desired destination. Within a few minutes, they made it to HQ and Ben led her inside and Starfire looked around with wide eyes, which were filled with curiosity.

She was impressed by the sheer size and rather unique external layout and the building was definitely larger and far more visually appealing. Though, in her mind, it wasn't that hard to be better looking, as the Titans Tower was just a big ass 'T' made out of thirty-percent glass. Not bullet-proof glass mind you.

Just mere glass.

To this day, Starfire didn't know whether to laugh or hang her head in shame that she ever felt safe in that place. So, once she saw that Ben's base was actually protected by a cloaking field, which would make it harder for anyone to actually see the base, made it far more covert and efficient. Not only that, but the structure looked extremely durable, the square-feet of it all, was probably two, maybe three times larger than Titans Tower and that was saying something.

"Welcome." Ben gestured as they entered through the lobby, which was entirely empty, but it was a decently larger and hollow room with a front desk, a few dozen comfortable and expensive chairs. There was also a large computer monitor that constantly played the news with the sound muted.

And judging by what was playing, it seemed they were playing the event that happened earlier today with Manhattan and Ultra-Humanite.

"Ben saves the day again." Starfire giggled teasingly she stared up at the wall-hung monitor. Ben quirked an eyebrow at that before he looked upwards and saw what she was looking at.

"Nah. I only did half the work. Power Girl was the only who beat the damn ape half to death." Ben stated with a shrug. "Hell, if it was my decision, he'd be six-feet under. Threating millions of lives for absolutely nothing but inflating his ego." He said with a scoff, earning a nod in agreement from Starfire, as she shared his opinion on the matter.

"Modest too." She continued with a giggle as she clung onto his arm. He didn't really mind it and once they entered the rustic looking elevator, Ben pressed a floor number and the contraption creaked somewhat before it started going upwards.

"Let me get this straight," Starfire started, and Ben nodded, having a feeling what she was going to say. But he let her say it, none the less. "You built this huge, fancy place."

Ben nodded slowly and she continued. "And you couldn't even get a better elevator?"

Rolling his eyes, he replied. "It's part of the charm." He chuckled as the elevator stopped and Ben reached forward before pushing through a door with Starfire still clinging onto his muscular left arm. "Is it working?"

Rolling her eyes as well, Starfire humored him by nodding. "I'd say so, Friend Ben."

He crinkled his nose at hearing that and looked down slightly at her while shaking his head. "Nah. Call me something else."

Puzzled, Starfire tilted her head in cute manor. "You do not like being called friend?" She asked before hurriedly speaking up once more. "Would you rather be called Boyfriend Ben?"

Just as Ben was about speak, a voice cut in beside him and it made him instinctually freeze.

"Ben, who is this?!" Gwendolyn's voice cut through as she and Kevin both walked into the room through another doorway. But once she got a proper look at her, she looked at the female superheroine in surprise as she recognized her.

"Starfire? As in one of the Titans?" Gwendolyn gasped and Kevin stared right at the female still clinging onto Ben's arm and munched on a potato chip.

'Lucky bastard.' Kevin mentally pouted at his luck, or really, lack-there-of. 'How does Tennyson get all the hot chicks? Is it the beard?' He asked suddenly to himself.

"It's the beard." Kevin whispered in realization and Gwendolyn looked at him, weirded out. But before she could confront him, Kevin turned heel and marched out of the room, ignoring the couple pairs of eyes on his back.

"Well." Ben sighed before gesturing to Gwendolyn. "Starfire, this isGwendolyn; my very sexy, yet very, very family cousin Gwendolyn."

A bright blush lit upon Gwendolyn's cheeks once she heard that, but Ben ignored that and gestured to Starfire. "Gwendolyn, this is Starfire; an alien chick a couple of late acquaintances and I helped save a year back."

The two, despite the obvious embarrassment and on a smaller part, jealously, in the air, they both managed to not stare at each other. "Now, I was giving Starfire, who is going to be staying with us, a tour of the place."

"Why?" Gwendolyn asked curiously, not being hostile or anything. Ben looked at her before nodding loosely.

"She is our newest teammate." Ben grinned and Gwendolyn slowly nodded in understanding. "And I was giving her a tour."

"Okay, well I leave you too it." Gwendolyn stated as she followed the way Kevin the left and returned on another room.

Ben nodded and pointed towards the room. "This is the debriefing room." He started before speaking up once again. "It's where everyone on the team goes to get debriefed for a mission."

And with that, they continued on with the tour, which lasted a good hour and Ben had shown her all of the important rooms, or at least, all of the ones that weren't classified and were open for everyone. So, by the time it ended, he walked Starfire out.

She stood in front of him with her hands conjoined in front her, a usual smile that stuck to her face. Ben stood across from her, a mirrored smile on his face as well.

"You can come back after you've gotten all your stuff tomorrow." Ben informed her, as he decided it was best for her to get situated in HQ quick as possible. So, he allowed her to go back home and retrieve her stuff before coming back. In which, Starfire nodded in agreement, finding that easily agreeable.

"Sure, I'll you tomorrow, Boyfriend Ben!" She declared as she wrapped him up in another bearhug. The hug lasted a few seconds, Ben looking rather hurt as her monstrous strength could literally tear apart his human body. She must've known that as she quickly stopped the hug and flew up into the sky.

"Goodbye!" With that, a sonic boom as heard, and Starfire was promptly already a ten miles away. Ben watched her as she flew, and his eyes were able to track her somewhat before she escaped his eyesight.

With a sigh, Ben turned heel and walked back inside.

He needed some rest.

**ZZZ**

It was a few minutes before the clock hit the exact time that Ben and Power Girl were supposed to meet and both of them were already sitting on a nice looking couch in a living room of a decent country house in a remote part of Kansas.

Power Girl smiled as she crossed one leg over the other as she stared at him. She licked her lips as she noted how his muscles ripped and contracted every time he moved and continued shamefully staring at his form.

They both had identical glasses with the same contents. Surprisingly, she actually drank. Not frequently, and she could get drunk, but it would take a lot more to truly get her to that level of intoxication. Ben could also get affected by liquor, but it would take a little bit more to get him drunk due to his experience with drinking.

Ben took a small sip from the glass and just casually spoke with her. Truly, he didn't expect Power Girl to practically ask him out, much less for a drink. But she did and he had to admit, she gave nice company and seemed like a genuinely good person. Something of which he respected, as it was hard to come by.

He knew that better than most.

"So, what made you want to be a 'Superhero?'" Ben asked as he lounged back, a casual smile gracing his lips. After he asked his question, he took another small sip from his drink and she giggled a small bit.

"I wanted to protect people." She stated easily. "I knew that while I wasn't a human and I knew that I couldn't exactly understand them, I knew that I had the power to do something." She paused briefly before looking him in his captivating green eyes. "And that something, was helping people."

Power Girl then grinned teasingly. "What about you?" She asked and Ben tilted his head curiously.

"What do you mean?" He asked confusedly and Power Girl's grin never diminished.

"What made you want to become a hero?" She asked while clarified what she meant by her earlier question.

Ben's smile faltered somewhat before he answered honestly. "Truly? I never chose to become a hero… it kind of chose me." He stated before staring at the present Omnitrix. Power Girl caught his glance and stared the device before speaking.

"That's the thing that allows you to do what you do?" She asked curiously and Ben eyed her for a few seconds before responding.

"Yeah." He breathed out with a nod. "How'd you know that?"

Power Girl nodded, knowing that question was coming the second she aired her own. "It's another thing that the Justice League picked up on." She answered somewhat vaguely.

Ben eyed her before dryly chuckling. "Eyes and ears everywhere when you can hear and process everything that's going on the planet within a single second, isn't that right?" He smirked and Power Girl shrugged with a bashful glint in her smile.

"You could say that." There was a distinct sly on her lips as she spoke. "Say, could you transform into a Kryptonian with that thing?"

Ben thought about her question before he nodded slowly. "Judging by the fact that the Omnitrix hasn't went into Capture Mode yet, I'm assuming that it already has a Kryptonian DNA sample. So yeah, I could, but I haven't yet."

Power Girl nodded at his answer before asking another question, actually being genuinely interested in the device. With that, she downed her fifth glass before refilling it.

"Why did you ask me out anyway?" Ben asked as he downed the last of his fifth glass as well. Power Girl shrugged and smiled at him as she downed her sixth glass in a single go, all while maintaining eye contact.

"Well… I guess I wanted a break from all the fighting that had been going on, plus I wanted a night to be somewhat normal, and you seemed like a nice enough guy that wasn't going to constantly stare at my tits. So it guess you would make for a good conversation." Power Girl explained and Ben nodded slowly before grinning. "And it does help that you are easy on the eyes."

Ben chuckled a bit at her openly flirty demeanor and his smile got a bit bigger as he poured himself another glass. "Yeah, well I could say the same about you." He chuckled in amusement, but he meant it, of course.

Both their eyes were decently heavy, the alcohol taking effect for both of them and they stared down one another, their breaths hot.

They stared at each other quite a while. Almost two, maybe three minutes went by before Power Girl just sighed and roughly grasped the collar to his grey and black t-shirt before yanking him towards her.

Completely wide eyed, Ben's lips slammed into Power Girl's own and by instinct, his lips flowed with her own and they started making out. As they separated, Power Girl continued to look into his bright, emerald green orbs before slowly and lowly speaking.

"Karen." Was all she said, and Ben exhaled a long breath of air and stared down at her in confusion. Seeing that look, she elaborated. "My name, is Karen Starr."

Grinning, Ben dipped his head lower, and their faces got so close together that they both felt each other's hot air coming from their breaths. "Well Karen… It's nice to meet you."

She never got to reply, as Ben took the incentive this time and slammed his lips onto hers and they separated.

**WARNING: Lemon Start. If you don't like graphic, rough lemons with numerous kinks, then don't read. Don't say I didn't warn you all.**

Karren reached up and grasped onto the side of his face. She then tilted her head once she felt Ben's lips roughly placed upon her own. Immediately, she granted him entrance as she felt his tongue demanding entry.

She moaned delightfully into the kiss and just as she felt Ben's hands reached her thick thighs, she broke the kiss and lightly pushed him onto the edge of the bed. Ben looked at her, eyes tinted with pure lust and she grinned at the expression on his face. So, she gave him a sexy wink before crouching down between his opened legs.

Karen then came face to crotch with him and slowly reached out to undo his belt. Karen was able to do so easily and quickly stared undoing his pants, leaving him in nothing but his boxers, in which showed a huge and thick bulge. Her grin got even larger as she saw, without a doubt, the large bulge she had ever seen.

Gulping in anticipation, Karen slowly released Ben's shaft from its tight confines, ultimately allowing his half-hard cock to smack her upside the head when it finally sprung completely free. Immediately, she looked at it in shock, as it appeared even larger than it looked while it was in his pants and it still wasn't even at its full length.

Gasping at the sudden contact, she accidently breathed in some of his thick musk and she quivered in pure arousal as she inhaled his sent.

"You're so FUCKING big..." Karren gaped as she slowly and absently stroked his cock and even then, she couldn't wrap her hand around his shaft. Ben chuckled sheepishly as she continued to stroke his length.

However, before she could do anything else, she started removing her top, revealing her huge bra-clad tits and they bounced free from the confines of her tight superhero costume. Ben watched those huge melons bounce gleefully as they were freed from their confines and unintentionally licked his lips. She then ripped off her bra and grabbed the sides of tits and mushed them together.

"Fuck these tits. Do what so many other's wished they could have done." Karren practically whispered as she held her breasts together.

Not waiting any longer, Ben thrusted his cock in between them and he felt as if his length was enveloped in what felt like two heavenly clouds. Smirking, Ben began doing exactly as pleaded without any words and soon started thrusting. She didn't let him do all the work and began rubbing her breasts up against his shaft.

Karen smirked triumphantly when she heard him groan in pleasure and they both continued their efforts.

"Damn, your tits feel so good." Ben groaned as he closed his eyes, but he continued his thrusting. "Do you know how long I wanted to fuck those tits of yours?" He questioned and Karren just grinned up at him.

They continued going for a few more minutes, until Ben slipped his manhood out from her breasts and she stared at his cock now that it was at full mast and it reached a stunning eleven inches.

Ben then slowly grasped onto the side of her head and brought her head forward and brushed her face into his shaft. Karen understood the silent wish and she stuck her tongue out and she slowly started to lick the underside of his cock from his balls, all the way up to the tip, earning a quiet groan of pleasure Ben. Once she reached the top, she disengaged and Karen had to admit, his dick tasted almost divine.

Karren decided to not waste any time and opened her mouth swallowed some his cock down her throat and began licking at his member with her tongue and making sure her lips were suctioned down around his girth. It was a tight fit, especially as she began circling her tongue around its head. She pushed it further inside her mouth, savoring its salty taste. Karren continued sucking while stroking his cock as fast and hard as possible while she savored the delicious taste of his girth.

Karen didn't actually enjoy sucking cock all that much. Oh, sure it felt good to please her partner, and she enjoyed the feeling of a big cock filling her mouth and the satisfaction of being able to take it deep in her throat, but it didn't do much for her otherwise.

Or at least, that had been the truth before. But now just having Ben's cock in her mouth made her pussy ache and throb, leaking openly through her white panties, which quickly grew dark and stained. Something about his scent; his taste was doing something to her. And she wasn't honestly against it, if she was being truly honest with herself.

Still, all of Karen's sexual experience and natural sex appeal was ultimately limited compared to Ben's raw cocksize, girth and virility. As she found out when she swung her face down lower, trying to take in roughly half of his cock in one gulp. Instead she ended up gagging, drool splattering the base of his dick and her eyes watered.

Ben groaned in pleasure as he felt her lips, hot and tight throat clamp down on his length and taken over by raw arousal and lust, he reached behind her head. Immediately, he forced her head down lower, ignoring the gagging that was coming from Karen until she was at the base of his pelvis and after she had swallowed his entire cock down her throat.

Ben stopped momentarily, but once he looked down and saw the identical lust and pleasure that was in Karen's eyes, he hesitated no longer. So, he began roughly face fucking her and soon, wet sounds of gagging filled the room.

Ben roughly started fucking her throat, sending his cock in and out of her esophagus again and again and it was due to her Kryptonian powers, that she was able to withstand it all. Not only that, but she could survive indefinitely without the use of oxygen. So, it made the experience all the more pleasurable to her. The Omnitrix wearing young adult was relentless in his ongoing onslaught of thrusting, and he had no desire to stop as he jackhammered into the busty Kryptonian's throat. Her pussy leaked even further as she felt his heavy balls slap against her chin, and it was over and over again. And Karen wouldn't have it any other way.

However, once she felt his thrusting become even faster, she stared up into his eyes and she immediately knew that he was close to cumming. Within a few seconds, he groaned before roaring as he felt his end come.

Ben's cock exploded inside Karen's tight throat like a fire hydrant, filling her with his powerful, unbelievably thick sperm. Ben however continued to slam his cock down her throat and the only thing she could do was keep swallowing, taking in every last drop of cum that came from his cock.

With one taste of his creamy cum, she immediately became hooked and soon used both her hands to try and milk more out of him as she jerked him off. She was at once conscious and making clear decisions and completely lost in passion of the rough, carnal face-fucking that she couldn't help but fall in love with.

"Take my cum, you naughty slut! Take IT!"

There was an unmistakably pleased sound of moans even as she gagged on sperm, forcing herself to keep it down. A trickle ran from the corner of her lips, and with one last groan, Ben tilted himself, spraying his largest set of ropes yet and her blue eyes rolled back up in her head.

"Holy fucking shit!" Ben gasped as he finally finished cumming and pulled his cock from her mouth. Once he did that, he sprayed a few ropes onto her tits as well, something of which she enjoyed as she felt the molten hot seed come onto her valley of breast meat.

The next thing Karen Star knew, Ben had picked her up, tearing her panties off as he did so. She weakly tried to cooperate, but her legs didn't want to work so well, and Ben just manhandled her easily. She was left completely nude, her entire sinful body on display, and with her dripping snatch, overflowing with even more arousal.

"Oooh!" Karren moaned as she was picked up and she moaned even loader as Ben groped her fat, firm ass that had turned many heads and had left men and even women alike drooling in wake.

Smack!

Karren jolted as Ben forcefully sparked her ass, leaving a bright red handprint. She cooed, loving the way her ass jiggled as Ben smacked it again and again. She squealed for him, not minding the rough treatment, and in fact, she was loving it. Way more than she could possibly imagine.

He was groping her, his fingers running over her tit-flesh and the firm creamy skin puffed out around his grasping hands as he reached for her breasts. Ben wasn't being nearly as gentle as some would have wanted, but Karen barely seemed to mind. If fact, it was quite the opposite as she was openly gasping and moaning at his slightest touch.

Smirking, Ben roughly turned her around and immediately knowing what he wanted, Karren bent over with her hands placed against the wall.

Once she did that, Ben pawed at her fat, fleshy ass and stared at both her very inviting holes. But her sopping wet pussy caught his attention more and slowly, he slid his dick along the slippery wet entry. Karen moaned at even the slightest touch and bucked her hips backwards, trying to fuck herself on his cock. But Ben teased her, and she missed, and his cock passed along her pussy once more.

"Please... fuck me. Make me yours!" Karen pleaded as she looked back, her pussy quivering in anticipation.

Ben grinned as he thrusted his length between her fat ass cheeks until his prick was lodged in between her cheeks, her ass deliciously hotdogging him. He thrusted a few times, enjoying the feeling of having her meaty ass cheeks clamp around his cock.

However just as Karen was about plead again, Ben drew back his hips and with a single mighty thrust, Ben's cock slapped into her tiny, wet pussy, impaling her on his huge prick. As Ben thrusted his length inside her tight pussy, her lips dilated to more than four times their normal size and let out a sudden yell/moan of pure pleasure.

"Oooouawaah~!" She screamed, her voice in almost painfully high tones as Ben buried his prick inside her hot, wet and tight snatch. "YES! Fuck my tight little pussy! Yes, yes yes!"

Her words came out as nothing but a shrill yell as she begged for him to fuck her like no tomorrow. Once he pulled back to the point where only the head of his cock remained inside of her snatch, Karen mewled in disappointment. But once he slammed back forward, and once his hip slammed into her ass, she screamed in pleasure once more.

Feeling the overwhelming pleasure, her tight and molten hot pussy provided, Ben started thrusting over and over again, slowly picking up pace.

Ben's hips crashing into Karen's bent over, tight pussy was constant, filling the room with the lewd raw sound of wet hot flesh smacking together. It was a rough, near painful sound, and yet Karen seemed like she was enjoying every second of it. And she moaned even louder, on the verge of orgasm. She then started wiggling her ass back, clasping back against Ben's own pelvis.

Ben bit his lip, cock pushing deep inside, his balls nearly smacking against Karen's tight pussy. But he then started slapping her ass, alternating each cheek with one slap each before restarting the process a couple of times.

Karren screamed as she orgasmed right then and there due to the combination of his rough, hip-breaking thrusting and his rough treatment. Her pussy came like a waterfall as female juices sprayed from her dick stuffed hole. That only served for Ben to thrust even faster as her pussy clamped down even tighter along his thick cock.

"Take my fucking cock you whore!" Ben grunted, completely taken over by carnal lust as he continued to roughly thrust into her pussy.

_'He's so forceful! So, commanding! He's... he's treating me like nothing but a cock-sleeve for him to run his huge fuckin' dick through! And... and I LOVE IT!'_ Karen screamed inside her head, and like her sexual partner, she was completely taken over by the lust that she never even knew existed. He brought out something inside her; another side that she never would have imagined existed before today.

But she was glad she lived to this day to experience it.

"I'm losing my mind!" Karen moaned loudly as he continued pawing at her thick ass while hammering his length into her snatch. "Oh god, fuck me harder! Fuck that pussy up, Ben!"

Ben now had a firm grip on her tits, pulling Karen back to meet his thrusts. Her fat ass crashed into his abs, bouncing and jiggling as her wet pussy seemed to almost froth up around the constant pounding he was giving her.

"Oh, just like that!" She gasped, her hands holding up against the wall weakly, arms shaking and trembling with delight even as her knees threatened to give out. If it wasn't for Ben's cock acting like some massive tentpole inside her, Karen might very well have collapsed into a noodle-limbed brainless pile of mush.

Once Karen felt his huge cock twitch inside her wet twat, she moaned even harder, knowing what was going to happen a few moments for now. So, she moaned or screamed even louder once Ben started thrusting even faster, harder and his groping around her tits got even harder. But that didn't last long, as Ben stopped grasping her breasts and smashed his hands on her ass.

"I'm cumming!" With a roar, he began unloading his second load of the day.

Ben came with a deep, muffled roar of pleasure and his hands gripped her ass so hard, that Karen could feel her flesh distort and bulge out from his touch. But she froze somewhat, and her tongue jutted from her mouth while her eyes rolled up into her head. A small line of drool hung out her mouth as he continued ruthlessly slamming against her hips.

She screamed like a bitch in heat, even thought it was muffled, when she felt her insides becoming coated in the white seed she was addicted to by now. His dominating thrusts never ended and the way he took control of her entire being made her crave more and more. Another orgasm ripped over her after the first one ended, almost making her pass out from the black spots that now invaded the sides of her vision.

Feeling the white hot jizz rushing into her, soaking inside her womb and it filled her up within a second or two. But he kept cumming, and soon, his thick, milky cum pooled out of her tightly packed tight snatch and it started rapidly dripping from her pussy.

Ben took a step back and pulled his cock from her cum filled twat and Karen collapsed onto her knees. But she looked up at Ben, her blue eyes still as lustful as ever and watched as Ben got back up onto the bed. She soon followed him up there and stared in absolute surprise when saw that his huge meat stick was as hard as ever.

Biting her lip, she slowly crawled over his laying form and carefully aimed his dick where it would it her snatch and impaled herself down onto his giant cock.

"Ohhhh~ fu-fuck!" She moaned wantonly. Ben then wrapped his arms around her slender waist, squeezing with enough force to leave bruises on a normal person before beginning to thrust upwards, earning even louder screams of pleasure from Karren.

Karren soon was bouncing up and down his giant cock and loud, lewd claps rang through the room. Followed by very loud female screams of constant orgasmic pleasure and deep, masculine grunts.

Ben couldn't resist spanking her fleshy ass once more.

"Hunnh...coming! I'm fucking cumming on your cock!" Karren howled, not caring how loud she was being or how degrading she was sounding. Ben couldn't resist slapping her fleshy ass once more. "Oh, fuck yes, spank my slutty ass! Fuck my tiny slutty pussy!"

With her ass shaking, working his cock without him doing anything, Ben leaned forward, burying his mouth in the crook of Karen's neck and kissing, sucking and biting the soft flesh there. With the rough biting and sucking, Karen was positive that he was going to leave hickeys and she couldn't feel anything, but pleasure as nipped at her sensitive flesh.

They remained in that position for close to ten minutes before Ben suddenly pushed her off and Karen groaned in disappointment.

But once Ben grabbed her by her thick thighs and effortlessly picked her up, she squealed in surprise.

"Iya!" She squealed and wrapped her arms around his neck and coiled her long legs around his back. She then stared right into Ben's eyes and once she saw his gaze, she shivered at his dominating look.

"I want you to beg, beg me to fuck your tight ass." Ben ordered and spanked her massive fat ass once more and she moaned.

_'He's gonna fuck my ass...' _she thought nervously, but once she felt his hand swipe across her bottom, all rational thought was wiped clean from her mind and did as he ordered.

"Please baby! Fuck my fat ass! Make it yours! Only your huge fat cock could even satisfy me!" Karen begged her lover, as he smirked at her.

Without any hesitation, he slammed his thick length upwards and it pierced her virgin asshole and she screamed in a delicious mixture of pain and pleasure. The second his length entered her, her pussy quivered and she came.

"So good! Your ass is so tight around my cock! It's even tighter than your little pussy!" Ben moaned into her ear as he thrusted upwards into her ass, his hip slapping against her massive ass cheeks.

She screamed her heart out as her eyes rolled up in her head and her tongue lolled out of her mouth in a slutty ahegao expression, while feeling Ben's cock thrusting inside of her ass. As it went deeper, she felt Ben's hand spanking and pawing her ass while thrusting his cock into her harder.

Her screams filled the room, along with the sound of flesh striking flesh.

"Oooh, fuck, pound my ass!"

She didn't have to tell Ben that as he continued pounding into her tight, puckered hole.

"You like that, don't you? You slutty bitch?!" Ben growled out in her ear. Karen's tongue further rolled out of her mouth and her body trembled with absolute pleasure as he completely conquered her body.

"Fuck me! Fuck my slutty ass like my tight cunt! Claim me! Dominate my slutty whore body!" Karen moaned wantonly. Drool rolled down her lovely face as she screamed and thrashed in Ben's grasp, her eyes rolled to the top of her head, and all she could do was barely thrust herself into this sex god that she never would have imagined existed.

Ben growled as he felt his end nearing and he quickly sped up his thrusting, and Karen could do nothing more than moan in pleasure as he brought her over the edge again.

"I'm gonna blow my load. You better take all of it! I'm going to fill your perfect ass up!" Ben moaned out as he thrusted in a reckless abandon.

He then blasted his jizz right up into Karen's ass. Beyond rational thought, her legs shook, hands clenching and unclenching as her vision went black and she started seeing black, white and blue stars

"Break me…break…me," She whimpered pathetically. Finally, she could feel his huge balls pressed against her ass, knocking into her cunt with every hard thrust he made. She thought she might black out as he just kept coming inside her, ass filling up every crevice of her hole.

Ben pulled out then, and Karen saw that her stomach had actually bulged slightly from the sheer amount of cum deposited inside her. She shook, the sensations too much for her and as he withdrew his cock, she fainted from the pleasure overload and sheer exhaustion.

Ben too fell back onto the bed, his eyes heavy as well. But within a few seconds, he too fell asleep, laying right next to his lover.

**WARNING: Lemon Over.**

**ZZZ**

**Next Morning**

A quick and heavy beeping rung off the walls of the room, waking up not only Ben, but Karen as well. They both woke up in a jolt, both blushing as they remembered the long, intense night of rough, sexual intercourse that they both loved WAY more than they would have originally thought.

But, Ben recognized the beeping and reached over on his dresser and picked up his beeping Plumber Badge.

"What's that?" She asked curiously as Ben grasped the Plumber Badge off his utility belt and held it in front of him. But instinctively, she reached up and pulled the sheets over her breasts, to keep herself decent.

"You're about to find out." Ben replied drily as he held the badge in front him of and he squeezed the grey metal ring that surrounded the edge of it. Once he did that, a hologram image appeared and once again, Max appeared and looked worried like before.

But, just in case, Ben made it to where Max could only see his and Karen's face. Nothing below the neck.

"Yo, what's up grandpa?" He asked curiously as he grabbed a glass of whatever liquor he was previously drinking and downed it one go.

"Benjamin, what have I told you about drinking?" He sounded tired and exasperated. But there was fear and worry in his tone. Not about him, Ben realized easily.

"Yeah, yeah." He waved off. "Something about it rotting my kidneys." Ben spoke, sounding incredibly uncaring and unworried about the prospect.

Max was about to say something before saw Power Girl in the background and gaped at his grandson. "Benjamin, what are you doing with Power Girl?!"

Lazily raising a single eyebrow, Ben responded. "We're having a drink." Ben stated as he raised his glass to prove his point. However, his eyebrow was soon raised higher and was joined by his other one as he heard a distinctly female voice come from the hologram.

"At… eleven in the morning?" Max asked skeptically, but Ben ignored his skepticism and didn't honestly have it in him to argue.

"Ben?! What are you doing with her?" Gwendolyn's voice carried out as she appeared into the image and Karen watched the interaction with even more curiosity.

"Oh, dear god, not now." Ben face palmed with a groan of a mixture of embarrassment and exasperation. Karen actually giggled a small bit as she covered her mouth with her hand.

However, Max came to rescue and cut in with an extremely serious expression on his face. "Benjamin, the reason I called you, is because the sensors I placed across the planet via drones, had picked up millions of additional lifeforms appearing everywhere across the planet."

Instantly, Ben and to a much less extant, Power Girl sobered up instantly upon hearing that. Ben stood up as he set his glass down on the table and eyed his grandfather's form.

"Are they a threat?" Ben asked, completely no-nonsense, his green eyes no longer being friendly and now were ice cold. Power Girl stared at Ben in surprise, as she was taken of guard with how fast Ben's entire demeanor changed within a flip of a coin.

"Immensely so." Max answered immediately. "The Justice League has dispersed around the world to try and fend off the threat. But even then, I fear that they may not be enough."

"Where is the fighting the most intense?" Ben asked after a moment, already making his decision that he was going to help with this threat. Max noticed that and looked at blue technological hologram map in front of him. He responded after a moment of searching.

"Metropolis and Gotham." He answered and Ben nodded as he shut down the hologram.

"You coming?" Ben asked as he turned towards Power Girl, who had had used her enhanced speed to equip her clothes and, she nodded with a grin.

Ben then equipped all his clothes within a quick minute as well and cracked his neck.

"You bet your perfect ass I will." She grinned and Ben chuckled.

Within a bright green flash of light, XLR8 appeared in all his glory with his visor already down. "Race ya?" Power Girl smirked and started floating in air, her head nearly touching the ceiling of the room.

"You'll lose…"

"Somehow I doubt that."

No further words were said as both Power Girl and XLR8 disappeared in respective streaks of light.

**ZZZ**

As both XLR8 and Power Girl made it to Metropolis, they instantly noted that there was around a couple dozen of golden colored portals in the air and armored creatures flew out. Some of them wielded weapons while others did not.

They both saw numerous Justice League members flying through the air, fending off the flying, fire breathing lizards.

The buildings beside them were either destroyed completely or were lit on fire. Screams filled the air and sounds of battle reached their ears.

XLR8 narrowed his eyes before zipping upwards onto a four-story building and oversaw the city. He saw that some of those creatures had taken off with some humans, and he noticed that they were harming them. No… they were kidnapping them.

"We have to stop them." XLR8 hissed as he looked up and to his right to the levitating Power Girl. She looked down at him and nodded.

But before they could do anything, multiple figures came flying overhead.

One was distinctly Alan, fully transformed into his hybrid Pyronite form. The other was Gwendolyn, who was flying as well, Kevin who had Lepidopterran wings sprouted from his back. Even Raven came, and she outlined with a smoky black aura.

"Woo hoo!" Alan shouted exuberantly as he sailed through the sky, shooting flamethrowers and fireballs at numerous armored creatures.

The rest of the team levitated right behind XLR8 and waited for instructions. Well, Kevin was a bit… hesitant to do, but the warning glare Gwendolyn gave him shut him up before he could make any complaints. Seeing that, XLR8 nodded before speaking as he surveyed the battlefield that was Metropolis.

"Raven, go with Alan and provide reconnaissance and air-support." XLR8 ordered and she nodded before heading up into the sky and started engaging in combat.

"Kevin, provide a heavy assault on the ground and in the air." He ordered shortly and Kevin never replied as he just flapped his wings powerfully and soared into the air. "Gwendolyn, I want you provide an assault and rescue mission."

"Self-explanatory." She nodded to herself before looking at Ben seriously. "Be safe, Ben." With that, she departed to go do her ordered task by her team leader.

XLR8 looked over across the city and saw Superman, Batman, Flash, Green Lantern, Wonder Woman, Aquaman, Cyborg, and Captain Marvel all battling off hundreds of creatures, all while back to back. Seeing that they were beginning to be pushed back, he raced down there and practically appeared in front of them in a black and white streak of light.

Some of them who didn't see him coming, assumed he was an enemy and that was until XLR8's Omnitrix symbol glowed green briefly before a much larger green flash of light appeared. Once the light died down, Four Arms stood in XLR8's place and he didn't flinch when one of those armored lizards unleashed a funnel of flames upon him.

Once the attack ended, Four Arms stared at it before took a step forward and roughly backhanded it to the side and sent the creature sailing into the sky, never to be seen again.

"Benjamin." Batman's cold voice broke the through the thick tension and Four Arms turned around and looked at the Dark Knight.

"Batman." Was all Four Arms said with his deep, raspy voice. That was until he smacked another one of those creatures turning around with the back of his hand.

"You know him, spooky?" Green Lantern asked as he casually manifested a large green glowing hammer and smashed a few of the creatures to the ground as they tried attacking him.

"I assumed you would show." Batman stated, completely ignoring Green Lantern's question as he fought off another one of those things.

Four Arms just grunted in acknowledgement as he started fighting off a group of his own with surprisingly quick, forcefully and brutal strikes, either killing them with a single strike, or sending them flying away with the sheer strength behind his blows. However, a large amount of them then poured out of a portal that just opened up in front of him and he quickly slammed a fist into the ground, causing the ground to shake heavily.

Cracks then started rapidly spreading outwards towards the portal before rugged pillars of rock shot up from the ground, hitting each and every one of those creatures charged through the portal.

Four Arms slowly stood up and the Omnitrix symbol glowed green before another identical green flash echoed off his form and Ben emerged in his human form, surprising many.

"These things are kidnapping human beings." Ben stated as he walked up towards them or specifically Batman, as he assumed that Dark Knight either already knew that or he was close to figuring it out. And judging by the early nod that monochrome wearing vigilante gave, he knew that it was the former.

Superman looked on and nodded but didn't say anything. Just then, a red and golden blur appeared in front of Ben with his hand raised.

"Names Flash. Thanks for helping. Its appreciated." A young adult, not that many years older than himself that went by the alias Flash stated with an earnest smile.

Ben looked straight at him before he slowly grasped his hand with Flash's own and engaged in a firm handshake. "No problem," was all he said with a confident smirk.

It was then Captain Marvel came with a friendly grin and shook his hand as well. The human child, temporarily turned wizard, would have spoken, if not had been for Aquaman.

The King of Atlantis pointed his hand that was replaced by a hook over towards the ocean. "Look."

Immediately, everyone looked over towards the ocean and to their surprise, on the ocean, was a circle of fire and as quick as it appeared, the ocean erupted in a cyclone of water. It continued spinning before that stopped as well and machinery started rising from the previously fire-lit circle.

The machinery kept rising until it was hundreds of meters tall and there was multiple rising from all around them, causing the ground to furiously tremble. Suddenly, a burning white light rose from the tip of each and every one of those towers and shot straight into the sky.

Once that happened, the creatures suddenly stopped attacking and flew straight over onto the ocean where a another burning white light appeared. But this one was different. It was… larger, wider and it just seemed to be more significant. However, once the light disappeared, Cyborg spoke up in a startled and defeated tone.

"No… we're too late." He said in disappointed and angry tone of voice as he glared hatefully at the now disappearing light. And once it did disappear, Ben's eyes widened and a bead of sweat rolled down the side of his face.

"Darkseid…" Ben whispered in shock, catching the other's attention and they looked at him.

"You recognize him?" Superman questioned seriously. Ben looked at him and slowly nodded his head.

"Only by rumor." Ben stated vaguely.

While he was in the Null Void, Ben had heard hushed whispers of a man-, no god named Darkseid. No one dared to say his name in vain. Even Vilgax was frightened by the mere mention of his name. That alone got Ben on edge, but after he had seen a picture of him, he made sure to remember it.

That happened when Ben was sixteen and he never heard another mention of Darkseid ever again. He almost forgot the man even was rumored to exist. But now that he was seeing him in person, put Ben seriously on edge and his eyes never left his form, in fear that he would be killed if his eyes ever left that man's body.

Darkseid was a very tall humanoid man, easily passing nine-feet in height and posed as a very intimidating figure. He held a very muscular and built form and possessed glowing, murderous red eyes. His face appeared heavily cracked, as did the rest of his body. His attire came in the form of slim blue and black armor with a red circle right below his collarbone.

The humanoid floated forward with his hands placed behind his back and stared ahead casually while noting his surroundings and viewed it as nothing but trash.

However, before he could fully cross the ocean, Ben's Plumber Badge beeped and through a hidden earpiece, he was able to hear a transmission come in and it was from his grandfather.

"Ben, I don't have time, but your parents are in danger!"

Immediately, Ben stiffened and narrowed his green eyes and they got noticeably darker. "What?" Ben quietly hissed, earning the attention of a few beside him.

"Vilgax… he has them!"

"How do you know that?" Ben once again hissed lowly; his right hands clenched tightly.

"A transmission came in a few moments ago and he told me himself. He's at their house, go Benjamin!" Max stated hurriedly, sounding just as much stressed as he was furious and worried. Not to mention helpless.

Ben growled and he mentally transformed into XLR8, earning everyone's attention. But it did no good as he disappeared in a black and white streak not even a millisecond after the flash occurred.

**ZZZ**

XLR8 appeared right at his family's home within an attosecond of leaving. As he made it to his parent's residence and saw that house was entirely destroyed. The front of the building was vaporized, and the entire blow was nothing but a crater.

In the center of it all, stood Vilgax with his foot on his father's back and his grasped onto his mother's shirt, holding her up into the air. (Picture OS Ben 10,000 Vilgax).

"Ben Tennyson… you and I have so much catching up to do."

XLR8 cocked his head when he heard the pure malevolence in his opponent's voice. It would have sent chills down his spine ten years ago. But now, it didn't even phase him. He only cared about getting his family back, safe and sound. Which, he looked down slightly and mentally sighed in relief when he noted that his parents only suffered minor injuries and were only bleeding superficially.

He almost let his emotions breach as he let his gaze linger on his long time, non-seen parents, but he kept his head straight and focused on what truly mattered.

Ben's parents perked up when Vilgax uttered their son's name and they stared forward at the velociraptor-like humanoid with shock and the mother stuttered slowly.

"B-Ben?" She creaked with a hoarse voice. XLR8 instinctively looked down at her and her suspicions were confirmed when she the creature react to her softly spoken word. But before she could further comment, XLR8 jerked his head back upwards and his visor slid up, revealing his blue and black lined facial features.

"Let them go, Vilgax." XLR8 hissed as he pointed to the ground with his black, three limbed claw. "This is between you and me. Not them."

Vilgax smirked as he pressed his foot down a slight bit harder, earning a grunt and groan of pain from Ben's father. "Turn back to your human form and then we'll talk."

XLR8 frowned a small bit but remained completely calm. "I don't think you're in the position to make demands Vilgax." He hissed. "You're on my home turf. I hold the cards. All you hold is a what you believe to a bargaining chip."

Vilgax's smirk faltered just a small bit before returning full force. "Oh? So, you wouldn't mind if I killed these two pieces of trash?"

XLR8 remined calm and appeared completely uncaring by the prospect of his parents dying. "Go ahead." He shrugged. "You think I care about some mortals? Much less humans?!" XLR8 grinned hauntingly. "Please, I am a god and they are just mere mortals. So why should I care about some flesh bags?"

Both Carl Tennyson and Sandra Tennyson looked on in shock before they started struggling and while Vilgax didn't have to even put in a miniscule amount of effort into keeping them still, his sharp claws ended up tearing through the back of Sandra's shirt and she fell onto the ground. Vilgax made the mistake of looking to the side just slightly and that was all the time XLR8 needed to speed forward at max speed and grab both his parents before Vilgax could fully react.

Within yoctosecond, XLR8 was fully able to grab and retrieve his parents and placed them softly onto the street in a crouching formation.

"I'll explain later." XLR8 stated without taking his eyes off Vilgax. "Just stay here and stay out of the way." With that, XLR8 slowly moved forward and in a green flash, he transformed into another alien form.

Once the light died down, everyone was able to see that XLR8 was replaced with a humanoid, plant-like alien that had an overall green and black colored body, mostly with a flame-patterned head and root-like feet, seemingly holding rocks. His eyes were oval shaped with points at each end with pupils copying the shape but were smaller. Also, his shoulders and head had red petals. His elbows and legs had green frills sticking out. He was around seven feet tall and was fairly muscular, but not overly so.

"You made a big mistake, Vilgax." Swampfire growled as his hands ignited with orange flames. The alien warlord in mention raised his eyebrow, not expecting such a reply from Tennyson, as he would have just charged him, and they would have immediately begun fighting. But not this time… he sounded truly angered. "Before, I had nothing but my life to lose. But now? NOW?!" He yelled the last part, the flames spiking in intensity, reacting to his growing anger.

"You go after my family?!" He yelled once more and the grass around him started rapidly growing, becoming thicker and around them all, came steel-sharp thorns. "You won't walk out of here alive, Vilgax! I promise you that!"

Vilgax grinned menacingly, "That might prove more difficult for you to accomplish."

"What do you mean?" Swampfire inquired, noting that Vilgax did look different then before and actually gained a few feet in height. His left arm even looked bulkier and long then his opposite one.

"I've only been bidding my time in the Null Void, carefully collecting data from all your alien form's abilities and I've now collected enough, and I implanted them into my own DNA." Vilgax explained before he clenched his fists. "Today you breathe your last breath, Tennyson!"

With that, the battle commenced and Vilgax charged forward, leaning with his larger arm and positioned it outwards, using it like a battering ram. However, Swampfire was able to dodge underneath the blow by sliding underneath his legs. But before he fully made his way through, Swampfire used his Planet Manipulation and caused the grass to grow and rapidly multiply. But he also caused them to grow immensely thicker and they changed into vines. Quickly, they coiled up and around Vilgax's legs and the warlord immediately used his brutish strength to rip them all off, but in that split second he spent doing that, Ben was able to charge up a fireball strong enough to destroy the entire planet a dozen times over.

But, Vilgax did not panic and instead used his larger arm and batted the huge ball of flames into the sky. Swampfire watched as his attack sailed into space before he lost sight of it. Once he looked down, he was able to see Vilgax punch straight through his stomach and at the start, Swampfire was not panicked. But once Vilgax's arm turned blue and his entire torso began freezing up, he noticed that Vilgax was freezing his internal body to prevent him from regenerating.

So, he did the smart thing and switched transformations and within a flash of green light, Diamondhead came leaping forward with his fist cocked back. Due to the speed, Vilgax had no time to dodge as the crystalline fist slammed across his face. Although it did minimal damage. Seeing that, Diamondhead kicked off Vilgax's body and sent fury of a hundred sharpened crystals that could even pierce through a Kryptonian's skin.

Vilgax however, just ran forward and leaped up into the air, tanking all the crystals and they all shattered upon impact. Right when Vilgax got in range, he sent another punch forward and Diamondhead waved his hand to quickly conjure a shield. But Vilgax was able to slam through it and by extension, to him as well.

He grunted he was punched across the face and was sent right to the ground, creating a crater half the size of a football field.

Ignoring the pain, Diamondhead stood up, his facial features slightly cracked, along with his arms. But that soon left he regenerated the damage dealt within a second or two.

However, Vilgax didn't stop there as he sailed through air and down onto the ground, he punched once more, but this time aimed directly above Diamondhead. It blocked by a huge, thick crystalline structure and soon, it morphed and grew larger in shape and density. Quickly, Vilgax began tearing through it, faster than Diamondhead could produce and so, he reached the source rather quickly.

Diamondhead tried evading the next attack but was too slow to react as his fist sailed through his stomach and right past his head, sending him flying into another row of abandoned houses.

Groaning, Diamondhead slowly stood up and pushed some debris off him and glared over at the slowly approaching Vilgax, who appeared just as hateful and arrogant as ever.

Noticing that fighting Vilgax in his current form wasn't going to work, Diamondhead smirked before he reached up to the Omnitrix Dial that was on the center of his chest.

"Hey, Vilgy!" His crystalline voice carried out as Vilgax approached within five feet from one another.

Ignoring the humiliating name, Vilgax decided to humor him. "What do you want, Tennyson?"

"You ever wonder why Albedo's Ultimatrix suddenly went missing?" Inquired Diamondhead and he loved the flash of puzzlement that colored his arch-nemesis' face before realization replaced it soon after.

"Don't tell me…" he left off; imaging how much stronger Tennyson could get if he could utilize Ultimate Forms within his current alien's strengths. That brat, no matter how much he detested him, knew that he was hard enough to beat as it was. But if he could get even stronger… Vilgax didn't even want to imagine how much trouble Tennyson would be then.

Diamondhead's only response was for him to twist the white, silver and black Omnitrix symbol on his chest before he slapped it down, causing an intense green flash to appear around his body.

After a second, a yell echoed out through the flash as it ended.

**"Ultimate Diamondhead!"**

**ZZZ**

**Let me know how you all felt about that chapter and for all the people that read the lemon, I know that kind of lemon wont appeal to everyone, but I warned you all, that if don't like rough and kinky lemons, to not read. But for the ones that did enjoy it, I thank you all for reading. **

**I hope you all enjoyed the chapter and remember, watch out for that fic. It will be titled, 'Bearer: Character Bio'. **

**See you all next time!  
**


	7. Chapter 7

**Sorry for the hiatus. I have an explanation, I assure you.**

**The main reason why I haven't posted anything - is because my dog broke my laptop! It wasn't the first time either. Well, for this dog, it was. But I had something happen in a similar fashion with another dog.**

**Anyways, I got a new laptop a little while after Hurrican Dorian - a storm that damn near hit me. But we got lucky and I stressed out about it for close to two weeks and wasted a lot of money preparing for it. But hey, I'm not too mad about it.**

**So here I am, back in business!**

**I have a discord server! Here's the link. Just remove the dashes.**

**h-t-t-p-s-:-/-/-d-i-s-c-o-r-d-.-g-g-/-****F-c-W-b-p-F-c.**

**Here's the link. Just ignore the dashes.**

**I hope you all enjoy the third installment! I'll see you all in the review section!**

* * *

When the bright green flash faded, Vilgax growled, red eyes narrowing as he stared upon Diamondhead's newly changed form.

The change of appearance wasn't that significant. On his shoulders, he sported two different protrusions with greenish crystal. One being circular and the other being almost hexagonal. On the opposite shoulder, rested a blade-like protrusion that was easily a foot and half large and almost just as wide. From his chest, were two four-inch protrusions of crystal that came in the form of four-sided blades. His body was a slight bit bulkier and the Omnitrix symbol on his chest now glowed green instead of white.

He crossed his arms and stared at Vilgax with his pale-yellow eyes. Within a quick swipe, he brought his arms down and separated them. As he did so, his arms transformed into blade-like lances and they gleamed under the streetlight.

"Today you breathe your last, Vilgax!" Ultimate Diamondhead said with a growl as he stared off against his foe. Vilgax however, regained his nerve and snarled.

"How bold, but even now, you are but an ant for me to squash!"

"Please," Ultimate Diamondhead scoffed, walking steadily at a slow pace, Vilgax doing the same, and they not once separated eye contact. "If I was, I would be dead long AGO!" With the last word coming out as a shout, Diamondhead summoned a huge crystal, eastern style dragon within just a thought.

With a grunt of surprise and pain, Vilgax was launched off his feet, his torso locked within the crystalline dragon's mouth. As he flew through the air, he used his meaty arms for strength and slammed down his balled fists upon the crystal construct. He expected it shatter like glass, but to his surprise, it only fractured a slight bit. He would have slammed his hands on it once more, but his back was slammed into the ground, forming a huge crater.

Once again, to his surprise, the crystalline construct faded away as if it was never there to begin with. Just then, he was punched in the face by Ultimate Diamondhead's fist and his head shot to the side. He would have retaliated, had the punch not stunned him with the absolute force that was behind it. However, once he was punched in the stomach, he spat up a glob of saliva and the ground underneath him rumbled angrily. In an effort to stop the brief onslaught of attacks, Vilgax headbutted Ultimate Diamondhead right in his cranium by shoving both of his fists into his torso, propelling him a few hundred meters away. When he sailed away, Vilgax lurched forward and gasped, more saliva leaking from his mouth.

_'Damn that Tennyson.'_ He thought, bringing a hand to his mouth in an effort to stop it from draining blood and saliva onto the splintered crater. As he sat crouched in the crater, he slowly regained his bearings and ignored the pain leering in his torso where Tennyson had struck him. The second he stood, he noticed that Ultimate Diamondhead was standing right outside of the crater, waiting for him to leave the cavity formed in the ground.

However, once Vilgax took his first step, a crystalline hand shot from the ground beneath him and grabbed into both of his ankles. Instinctively, Vilgax tried forced his feet from their grasps by kicking ahead, but their grip was far too strong to be freed that easily. So, with a yank, Vilgax was pulled under the ground and soon, he was sent involuntarily tunneling through the dirt. He was then brought up through the ground and punched in the stomach, earning another gut-wrenching gasp, followed by an elbow, which was slammed in the side of his chin, a glancing blow. In retaliation, Vilgax raised his forearm and blocked another strike that had nearly scraped passed his defenses. Just as he moved to attack, another crystalline fist came from underneath his forearm and slammed right into his elbow. His arm then jolted upwards, earning an opening, allowing Ultimate Diamondhead to land a kick, square in his chest, which sent him barreling through the ground. His body broke right through cement as easy as a rock through a thin glass window.

However, Vilgax was not deterred as he rolled back on his feet and thrust off the ground. Just as he did so, spiderweb cracks spread through cement and nearly shattered upon the force given. As Vilgax soared through the air and cocked his fist back and his bicep rapidly grew in size as he focused a good portion of his brute strength into that single limb. Ultimate Diamondhead saw the attack coming and thought rationally, knowing that it was safer to not meet his attack head-on. So, within a thought, he materialized a large crystalline shield in front of him. However, Vilgax slammed passed it, shattering the crystal construct into a million pieces. With a grunt, Ultimate Diamondhead rapidly formed another shield as Vilgax neared him by centimeters. Unfortunately, he didn't have enough time to fortify it enough and his fist sailed right through that as well, completely obliterating it.

Now that his shields were broken, Vilgax's fist uprooted Ultimate Diamondhead through the air, in a resounding bang, followed by a few sonic booms.

Ultimate Diamondhead spat out silvery saliva as well and mentally groaned in pain. But once he opened his eyes, he saw Vilgax's fist near him right at the last millisecond before he was jackhammered back to the ground at such force that created another sonic boom. Once again, Ultimate Diamondhead could do nothing and his face was planted down into the ground, creating a much larger crater then before. Just when the dust settled, Vilgax landed on the ground with a loud 'clank' and his metal-like feet trekked across the scarred concrete street, making the same noise as he did so. As he neared the edge of the crater, he saw Ultimate Diamondhead's form, laying in the bottom of it, unmoving.

His keen eyes were also able to see that he had cracks spreading along his crystalline body. With a small snarl, Vilgax turned heel and started walking away, no longer finding the need to fight, as he thought Ben was finally defeated and dead. However, when he felt sharp pain pierce through his shoulder, he grunted in shock when he felt it. With a quick look, he stared down at where the pain originated from and his eyes widened in shock when he saw a green, crystal penetrating through his shoulder. With an angry snarl, he whipped right around, just fast enough to feel the fist slam into his cheek, sending his head and some of his torso snapping to the side, followed by a loud sonic boom from the sheer force of the attack. However, Ultimate Diamondhead was not done as he backhanded the Squidface's head to the other side. He then brought his knee right into his stomach before reaching up. With a quick maneuver, he brought down his elbow on his neck, earning another gasp of pain.

Having enough of being a glorified punching bag, Vilgax ignored the pain and reached across to Ultimate Diamondhead and grasped onto his shoulders. Instantly, he dug his claws into his shoulders, earning short gasp in surprise/pain before headbutting him, getting spiderweb cracks to spread out through Ultimate Diamondhead's face. Prying himself free of Vilgax's grip, Ultimate Diamondhead conjured a fist of crystal that appeared from Vilgax's side. The Chimera Sui Generis tried blocking the attack, but he was a bit too slow to react from the unexpected counterattack. Thus, he was punched on the left side of his body, sending him flying through a set of abandon buildings, due to the invasion of Darkseid. The second he was freed, Ultimate Diamondhead thrust out hands and they were positioned sideways, with the bottom of his palms touching. From his hands, he sent a few thousand crystals flying at where he projected Vilgax would land.

Ultimate Diamondhead's estimate was correct, as the second his form collapsed through a set of roofed buildings, the fury of crystals slammed right into set of buildings. Shockingly enough, when Ultimate Diamondhead made a quick hand gesture, the crystals exploded into millions of smaller crystals, destroying and tearing through every building within a mile radius. Within a full second, those buildings were left in shambles and the ones that were even still standing, were littered with thousands of small, inch sized holes. Smoke was rising from some of those houses and even some explosions rocketed off, most likely due to some gas pipes getting hit in the midst of the attack. As Ultimate Diamondhead floated in the air, an ability he gained through his Ultimate Feature, was that Ultimate Diamondhead could fly. Something of which was good because Diamondhead was typically bulky and not as fast as his other aliens. But now that he could fly, that rid himself or at least elevated himself from that weakness.

From the rubble, Vilgax grunted in pain as he used one of his arms to push off some debris, sporting many bleeding wounds and gashing holes throughout his body. He even sported three holes in his torso; two in his stomach and one in his chest, an inch away from his heart. He gasped in relief when he felt the holes closing up and within a few seconds, his body was fully healed from the damage he sustained from the previous attack. With an extremely guttural grunt, Vilgax stomped his foot and crossed arms over his chest, while staring up at a frowning Ultimate Diamondhead. Slowly, a dark green aura flared around his body, the wind and the very ground started warping. Instantly, he was enveloped by clear, silver winds and small parts of fallen debris.

With a mighty shout, all that aura shaped itself into his arms and he carefully channeled it to a single point where his limbs converged. The second Ultimate Diamondhead's yellow eyes widened; he unleashed a huge wave of sickly green energy that traveled at speeds massively faster than light. The crystalline humanoid was just barely able to tilt his body to the side, in hopes of avoiding the attack. Once he was too late and did too little as the blast enveloped him, creating an absolutely massive explosion that briefly shook the Earth to its core.

As the light died down, Vilgax let his arms fall and he nearly fell over on his knees, gasping for air.

_'I still can't use that move properly without straining my body nearly beyond repair.'_ The warlord thought, although there was a great deal of satisfaction in his mental tone. _'However, I did not faint, and I feel as if I can still fight, so that's the first piece of good news I've had in two moon cycles.'_

For Ultimate Diamondhead, he was much worse off than Vilgax. His crystalline body was horribly damaged, and he was missing his entire right leg, half of his torso, and his entire right arm – up to his shoulder. It was a miracle his head survived the brunt of the attack, although, his facial features were rapidly contorting to one of pure, unadulterated pain. As he winced heavily, his mouth frowning and curling into different ways, he let out a short scream of pain, alerting Vilgax that he was still in the realm of the living, much to the warlord's chagrin. However, seeing him in such a state did fill him with something akin to a combination of both pride and sadistic elevation.

"Gah!" He gasped, spitting blood from his mouth and his left arm snaked over and his hand shakily grasped over towards torso and a missing arm. "W-What?" He asked himself, not really comprehending that he was mortal danger – such a thing being admittedly uncommon for the Omnitrix Bearer. "How?"

He asked himself once more, rapidly repeating himself. "I don't understand?! Just what... what the hell was that?!" He questioned himself staring at his torn and misshapen body in shock, horror, and denial, all wrapped into one.

"HOW?!" He screamed after a few moments, filling the air with his seething and pained yell.

Slowly, mad and gleeful chuckles fill the air, as well as Vilgax, stared upon his rival's defeated from. "Finally… after all this time… I'm the winner." He breathed, but suddenly, he reeled in his arrogance and set his eyes on Ultimate Diamondhead's injured form.

_'I can't take the chance of Tennyson regenerating.'_ Vilgax thought to himself, internally grateful his will power to refuse getting caught up in the moment. _'I have to finish him off now!'_

With that thought now in mind, Vilgax shifted his footing while the same green aura started flickering around him, before it returned full force, summoning the cyclone of winds. Pieces of rubble broke off from the ground and encircled his form as the aura grew brighter and the atmosphere grew even hotter; more humid.

Ultimate Diamondhead looked in shock and horror as he saw Vilgax beginning to prepare another one of those attacks that got him in his current position in the first place. So slowly, his missing right arm regenerated after a second and hurriedly formed a crystalline shield in front of him. However, once he saw Vilgax transfer that same, dammed green aura into his arms, he gulped audibly and he instinctually floated backward, feeling fright for the first time in a great while.

"Goodbye… Tennyson." Whispered Vilgax before unleashing his attack once more, creating a huge, onwards spiraling beam of energy, which was a bit smaller than the first attack. Due to the exertion that he experienced, the next attack was much weaker. But he was giving it his all.

However, as he released the attack that would end Benjamin Tennyson, his longtime nemesis and constant pain in his ass, he felt a small shred of respect that replaced the ever so lasting hatred that always burned in his heart, ever since his first defeat against the boy. And once he saw the technique slam against the crystalline shield and carry it into space, nearly leaving his sight, he collapsed onto one knee. However, he kept staring upwards and never once dropped his gaze, staring as what looked like a bright green star shoot off into the sky, disappeared for good before another explosion rocketed off into space, almost looking as big as the sun itself. Once it did explode, everything was quiet for a split second, but harsh winds followed and in Vilgax's weakened state. He was nearly driven off the ground and onto his back. The strength of the aftermath had taken its toll. Vilgax knew that Ben was dead and there no chance he could have survived that in his own weakened state.

Around him, the town was completely devastated. There was no longer a single building standing. The town was nearly a flat slate. It would have been completely flattened out, had it not been the giant crater Vilgax was standing in. Feeling no need to stay, Vilgax pulled out a device from a hidden compartment and chest and held it in front of him. It was rather small, or at least, it looked so in his grasp. The base of the device was silver in color and it had dozen or so small buttons, ranging from color to color and it had one button in the small left corner, which was red in color.

Throwing one last look in the sky, Vilgax stared at where the exploding, fiery, sun-like attack would have been. With a quick tap of his clawed finger, he was enveloped by a rainbow-colored funnel of light before he disappeared, burring the ground beneath him as he did so.

* * *

**Darkseid vs The Justice League: Battlefield**

**Moments Later**

The only thing that could be used to describe the entire situation with Darkseid, was a fucking mess. The various members of the Justice League were laying on the ground, clothes, and costumes torn, they were wounded and most of them were unable to fight any longer. But it was a miracle that all of them were still alive.

The members of Ben's team weren't any better and the only one on the team that was still fighting was Kevin. And he was barely hanging on to consciousness. It was only raw determination that was fueling him, causing him to fight and he was running purely on fumes as it was.

The Kryptonians were really the only ones still fighting, as well as the two of the Green Lanterns, Hal Jordan and John Stewart plus Kevin and even they profoundly were injured.

Darkseid, however only sported a few shallow gashes that barely bled, and his blue armor was slightly cracked. But that was it. So, imagine their surprise when a being jumped right in front of Darkseid's Omega Beams, which were just about hit Power Girl in the back, an attack that would have surely killed her.

However, once she looked at him, she noticed that it was one of Ben's aliens, due to the white and black Omnitrix symbol on his chest. But to her surprise, he wasn't being hurt, nor was he dead. In fact, he had his hand out in front of the beams and they were steadily shrinking in size.

Darkseid frowned and cut off the energy needed to use for the attack and saw Chromastone standing right in front of Power Girl, who he was going to kill. But when he saw the being was completely unharmed during the extent of the attack, he frowned slightly but managed to appear interested.

"A Crystalsapien? What are you doing so far away from home?" The Dark God asked, actually somewhat curious. He then straightened his posture and stared at the humanoid in front of him.

"I'm not here to talk." Chromastone snapped shortly, not in the greatest of moods. It was only due to the Omnitrix fail-safe, that he actually survived the blast against Vilgax. Other than that, his pride had taken a massive blow.

* * *

**Flashback - Minutes Before**

Right as the bright green beam totally enveloped him and exploded, the Omnitrix immediately glowed green itself and transformed Ben into another alien.

Within a bright green flash of light, a green, slime-like humanoid appeared in Ultimate Diamondhead's previous position. The alien was tall, around six feet in height and had deep green eyes as well. This was Goop, a form the Omnitrix named the Polymorph sample in the Omnitrix. Polymorph's easily had great regeneration and even the average Polymorph could survive being vaporized and or being reduced to ash, dust, smoke, or vapor. However, the extent of Ben's mastered Polymorph form's regeneration, was unknown. Once the beam of green light exploded, Goop was vaporized as well. But soon after the explosion ended and the light died down, small bits of green goo started flocking up to a small, circular silver piece of technology. Within five whole seconds, Goop's body was completely reformed and he immediately hunched forward, gasping for air.

_'What happened?'_ He questioned to himself, still in a self-induced state of panic. But once he saw his hands, he released a huge breath of air in a sigh of relief, as he realized what must have happened.

"I must have subconsciously transformed into Goop," he whispered before he inwardly smirked, internally celebrating that he managed to survive the blast. But he knew that the fight wasn't over yet.

Vilgax may have beat him this time, but Darkseid was still alive and the Earth needed help; it needed it's hero and Ben was more than happy to deliver.

Ben transformed into Jetray in relativistic speeds, he shot back down to Earth and landed. In another flash, he transformed back into his human form. However, he stiffened once his eyes landed on what was left of his home town. His eyes widened and his breath hitched and was caught in his throat. Everything around him was just flat. No houses, no streets, no trees... just a flat plane, except for a giant crater. It must've been the place where Vilgax released his attack, Ben thought, gulping. However, he stiffened once more and immediately looked around.

"Mom?! Dad?!" He yelled, his eyes darting back and forth, scanning around. There was no sign of them anywhere. Swiftly, Ben transformed into XLR8 and his visor slid down. In a white and blue streak, he disappeared, running across the entire leveled town.

In less than a second, he came a halt, ten miles away from where he started. He found a dirty and bloodied limb trapped underneath some rubble. Just as quickly, he sped over and quickly moved all the debris from the area. When he got back, his breath hitched once more. There lay, his father and mother.

His father's body was cleaved in two.

In all his years in the Null Void - all the people he had killed - all the death he had been surrounded with - nothing ever even came close to causing the amount of horror and pain Ben felt once he laid eyes upon his father's gruesome form. If his visor hadn't been up, he wouldn't have puked his guts out. But immediately, all that disgust and fear evaporated and was replaced with seething hatred. His mother was breathing, at least. There was blood along her, but none of seemed like her's. She had minor scratches lingering her form and a horrible bruise forming on her forehead, but other than that, she looked unharmed. The Omnitrix symbol his chest glowed green before he transformed into his human form.

Once the light vanished, Ben crouched. He couldn't, for the life of him, tear his eyes away from his father's body. Or, the two halves of it, Ben thought bitterly, a prominent lump in his throat. A cold pit opened up in his stomach and Ben barely felt able to breathe.

_'I can't think about this now,'_ Ben thought, trying to be objective. This wasn't the first dead body he had seen. Nor had it been the worst one. He opened his mouth and let out a shuddering breath. Standing at full height, Ben settled his trembling and stiffened shoulders. _'Now isn't the time,'_ he shook his head, 'there's still an invasion happening all the around the world.'

With a heavy heart, Ben cast a look over his shoulder. His mother would be fine. His father was already dead. There was nothing he could do for either of them yet. But he could save the world from experiencing a fate like his father's. Ben stood straight and proper and looked around.

"I hope you can forgive me... mom, dad..." he muttered.

In a bright green flash, he was gone in a red and green streak through the sky.

* * *

**Flashback - Over**

"A Crystalsapien? What are you doing so far away from home?" The Dark God asked, actually somewhat curious.

"I'm not here to talk," Chromastone spat. "I'm here for your head," he declared venomously.

Darkseid stared impassively before his eyes drifted to the Omnitrix symbol on the alien's chest. "Tennyson."

"You know who I am?" Ben asked.

"I do. You aren't the only one cursed with knowledge," The Dark God replied.

Chromastone sneered, his fists clenching. "Really?" He asked, tilting his head. "Well, from the bottom of my heart, I don't give a fuck. The only thing you're going to be cursed with is death!" The ground shook in speeds thousands of times faster than the eye could see, Chromastone leaped forward.

Darkseid boredly sidestepped Chromastone's fist. He then snatched the limb from the air and smashed him into the ground, sending tremors throughout the city. The Dark God then moved his grip and roughly palmed his crystal-like face. In a brutal fashion, he dug the alien through the ground, face first. In a mighty throw, he then sent Chromastone cultivating through the ground, miles away in just a millisecond.

Chromastone grunted as he was thrown and winced as his back derailed off ground. In a blink of an eye, he soared through a skyscraper. His body tore through it like a bullet through wet toilet paper. He only recovered a moment later and halted himself midair with a burst of energy.

_'His energy is massive,'_ Chromastone thought, gulping. _'He's much, much stronger than Vilgax,'_ he thought direly. _'I won't beat him if I hold back,'_ he realized. _'If I fight him with the kid's gloves on, he'll kill without a seconds hesitation.'_

Taking his time, Chromastone hovered back over to where the beaten and defeated Justice League lay. Darkseid stood beside them and made no move to land a finishing blow on any of them. His attention was solely on Ben.

"I have heard many things about you throughout the Universe," Darkseid began. The Justice League beside them listened carefully. "About your exploits in the Null Void dimension. Many say you were the fiercest warrior there. You had no mercy - you fought for yourself and only yourself. Your ruthlessness was well known. And your lack of mercy was as well."

Chromastone tilted his head, the Omnitrix symbol on his chest glowed green.

In an explosion of light, Four Arms walked out.

_'Lack of mercy? Ruthlessness?_' Power Girl thought, holding her right arm.

"So why do you fight for the humans?" Darkseid inquired.

"And why do you care?" Four Arms asked, in his usual grumpy, grinding voice.

The Universal Conquer tilted his head and smirked. "Simple; I wish to indulge in my curiosity."

Four Arms looked around. They were just outside of Metropolis and it looked like it had taken quite the beating. The Parademons had subsequently evacuated everyone from the city and those near. While now, he didn't have to worry about casualties while fighting, he still didn't want to have their battle here. The damages could be irreversible by normal human means. Nodding to himself, Four Arms looked over at Darkseid.

"Let's do this somewhere else."

Darkseid tilted his head once more. "Why? Your world is already going to be mine."

"Because, jolly-jackass, I said so."

Darkseid's eyes briefly widened when a small explosion of green light appeared, followed by a black and blue streak of movement. Another green flash appeared, and Four Arms came leaping out of the cloud of light. Too surprised, Darkseid was too slow to dodge the Tetramand's fist and was sent flying at relativistic speeds.

When he opened his eyes, he looked around, his scenery completely different. Around him, were trees, massive ones for as far he could see. Snow dropped from the sky and there were mountains towering above him.

_'I believe Tennyson threw to me to another country - one the humans call Canada,'_ Darkseid thought. He looked down, still hovering in the air as blue and black streak sped down below him.

Transforming once more, an alien stepped out of the glow. His form consisted majorly of blue energy. He was tall, nearly twelve feet in height. There were four energy spikes protruding from both of his shoulders. His arms, chest, and legs were rock-like and a moss-like substance cascading around his shoulders and neck.

"A Fulmini," Darkseid said. "A weak species."

Instead of speaking, Shock Rock brought his hands together. A bright blue glow radiated from his conjoined hands. Slowly, his hands were forced apart. A bright blue orb formed and smaller, dim specs of energy were being fed into the orb. Steadily, it grew in size until it became as big as a basketball.

Bolts of green electricity gathered around it. They discharged randomly from the orb. Some traveled up his arms and some shot to the ground. The earth split from underneath him and a shockwave erupted from his form. Trees around him were uprooted from the ground. Darkseid watched as Shock Rock aimed the orb toward him. In a display of dominance and calmness, he placed his hands behind his back. His red eyes gleamed.

"You will not win. It is your destiny to lose," Darkseid said.

Wind from around him picked up in speed. Small bits of twigs and wood were tossed his way. Though, he merely cast a forcefield of telekinetic energy and watched his opponent prepared his attack.

"You gave me time. That was your mistake," Shock Rock said, the orb growing even larger. "Your second was underestimating me."

Darkseid's eyes momentarily widened. The energy Tennyson was giving off was enough to obliterate several solar-systems at once. Nothing compared to his full power. But now, in his current, suppressed state, it would prove to be a challenge to fend off such an attack. Shock Rock leaped into the air. He danced and spun. The orb levitated around him and orbited his body. As he flew into the sky, he turned. He aimed his hand up at Darkseid. The orb rotated around his form and moved inches from his palm. With one massive shockwave that shattered the ground underneath them for miles, Shock Rock launched the orb. Another shockwave was released. The terrain shivered and a fissure opened up underneath them.

"And your third was aligning yourself with Vilgax!" Shock Rock roared.

Darkseid turned, his hand aimed at the orb. In a burst of telekinetic force, he slowed the attack. Forcefully, he slowly clenched his hand. With great force, strong enough to shatter stars, he telekinetically rendered the attack useless. In billions of small specs of energy, Shock Rock's attack combusted under the superior force of Darkseid's strength.

_'He's that strong?'_ Shock Rock thought eyes widened. Narrowing them, he held out his left hand.

He summoned even more energy than last time, but quicker. Forcing it and molding it into a weapon. In just mere moments, a massive crude battle-axe formed. He brought it down in a horizontal swipe. A great vertical wave of power shot forward. Darkseid, less casually, brought his hands up. The ground under him flew upwards and formed into a massive earth wall. It took the brunt of the attack, but Shock Rock's efforts proved to be stronger. The wave passed through and Darkseid held back his left hand.

Just as it neared, his hand shot out. He backhanded the blast and half-expected it to combust upon impact. But no, the force struggled for a few valiant moments before dissipating. Though, Shock Rock didn't stop there.

He leaped into the sky and spun. In four quick slashes, he released four identical blasts of energy, but from different angles. Impressed, Darkseid made a fist and with more force, he defended himself against Shock Rock's efforts. He deflected each of the attacks and punched the last one. Standing, entirely unmarked, his red eyes gleamed.

"You had three attempts," Darkseid began, his muscles tensing, "It's my turn now."

In speeds greater than what Shock Rock could perceive, he was punched in the face. Grunting, he was thrown back by the force of Darkseid's attack. But that wasn't his last attempt, as he was batted around the sky. Bits of rock began chipping from his form. Shock Rock's eyes widened and he nearly screamed out in agony. But in a thought, he transformed. Four Arms snagged Darkseid's fist, inches from his race. Midair, Four Arms spun and tossed him further into the sky. Rearing back all four of his arms, they tensed. In an instant, he clapped them all together. In a massive shockwave, capable of leveling entire solar-systems, he forced Darkseid even further into the sky.

He transformed and Jetray soared through the green haze. As he neared, he released Neuroshock lasers blasts. Though, when he realized his attacks were doing nothing, he decided to pick it up.

_'I got to get him out of the sky!'_ Jetray thought, zooming past the Dark God.

Jetray transformed into Chromastone. Still midair, and in another flash, he went Ultimate.

The six magenta shards on his back grew larger and denser. His body grew more muscular. The shard on his head disappeared. Along his elbows, came shard-like blades. On his forearms, sprouted two more shards, curving like a machete. Bolts of electricity sparked around his body and he turned. In a succession of rapid moves, he released thousands of blasts of energy, in a danmaku. Each of them sailed down and impacted into Darkseid's back. He watched as Darkseid was sent into the ground, creating a massive crater, at least a few miles long.

As he floated down, Ultimate Chromastone watched as Darkseid stood up, only light scratches along his back and shoulders. As he touched down on the ground, he kept his eyes fixated on the Dark God.

_'Good - he can be damaged. His invulnerability only works against foes massively weaker than himself,'_ he realized. _'If someone, even only slightly on his level lands an attack, it bypasses his durability and everything's fair game.'_

Not letting up one bit, Ultimate Chromastone bolted forward. Fist raised, he punched Darkseid across the face. To his surprise, his face jolted back from the force. He then threw another punch, this time aimed at the other of his cheek. After each blow, shockwaves exploded outward. Darkseid recovered and raised his own fist, blocking Ultimate Chromastone's own. This time, a shockwave easily twice as strong as the others exploded off their hands.

Dancing back, Ultimate Chromastone twirled and spin-kicked Darkseid to the side. As the Dark God flew, he raised his hand and summoned a large, magenta crystalline construct. A massive hand rose from the ground underneath Darkseid. Regaining his footing, the Dark God swatted the construct back, shattering it into billions of pieces. Though, he was attacked from behind by another crystalline construct, this time in the form of a closed fist. When his face nearly collided with the ground, Ultimate Chromastone uppercutted him to the sky.

Ultimate Chromastone aimed his hands at the airborne god. A bright magenta glowed around his hands. In a brief second, he shot a wide beam of pure energy. It cruised into the air and spun in a corkscrew-like form. Due to his surprise and restricted form, Darkseid was helpless to react. A huge, extensive bright light echoed off the explosion. Several, high-powered shockwaves flew outwards in all directions.

Ultimate Chromastone himself had to brace himself to stay rooted to the ground. Like a missile, he shot off toward Darkseid, who was still buried in a heavy cloud of smog. He zoomed up from the sky to strike Darkseid squarely with both fists. The collision rattled the Dark God, but he fought back furiously. They traded dozens of blows, each of which could shatter a planet and thrust away solar systems. Slowing down, he deliberately moved slower to catch Darkseid off guard. With Darkseid mid-punch, he twirled. With finesse that could only be taught, he spun and delivered an Earth-shattering elbow right in the center of Darkseid's neck. However, a fist rammed its way into Ultimate Chromastone's face. One blow was enough to knock the flight out of him and he sank like an anchor in an ocean.

His nigh-indestructible body smashed through layers of wood and dirt before sliding to a stop on the edge of a rocky cliff. Darkseid floated back down at a moderate pace. Crimson beams leaked from his eyes indiscriminately, shooting downward. His singular magenta-colored eye snapped open. Just barely, Ultimate Chromastone was able to throw his body to the side, at the very last second. Beside him, the Omega Beams smacked into the cliff and erupted into a fiery haze. He leaped instinctively from the inferno, seeking the open air. He staggered to his feet, reeling. Darkseid rushed down to quite literally crush his foe while he was down. Ultimate Chromastone positioned his body to the side and unleashed another blast of energy, stunning him somewhat.

His own attack sent him flying into a canopy of trees. Grunting as he fell and landed face first, his nose burrowing deep into a lump snow. Rising to his feet, he cautiously stumbled forward. The ground rumbled beneath him. Dirt and rock and pools of cooling slag lifted off from the Earth, floating around him. Darkseid hovered, just mere scratches along his face and bare chest. "Congratulations - you managed to destroy my armor." He mockingly clapped, "I feel as if I should offer you some advice, earthling."

Sneering, Ultimate Chromastone stood tall. "Just shut up," he shook his head, a hand finding its way up to his right arm. In a bright flash of light, he transformed back to his human form.

His eyes were red, as if he had been crying for hours. "You're working with the man that butchered my father," he spat. "You brought him here, and I'll kill you for that."

"I know what it feels like to lose," Darkseid mumbled, bringing his hand. Slowly, he balled it into a fist and spoke loudly, "to feel desperate, and to lose."

"I don't care," Ben shook his head. "He took my dad from me. And now, I'll kill you for that."

Without speaking another word, he transformed. Stepping out of an ominous green haze, he stood tall. Feedback cracked his neck. Bioelectricity crackling all around him, his hand slowly hovered over the Omnitrix symbol along his chest. Wordlessly, he slapped the symbol and in a bright flash, another transformation occurred.

His body became more muscular, but he didn't get any taller. His singular green eye bled a golden yellow. His two antennae and his tail twitched before turned an ethereal blue. Around his torso, legs and much of his arms, came a yellow bodysuit. Underneath it, his body rapidly changed until it shifted into the same blue. At the end of his tail, a golden spike-ball formed and finally, orange gauntlets appeared around both his forearms.

"No more!" Ultimate Feedback roared.

In a flash, his fist thundered across Darkseid's face, actually sending him toppling back. He then charged forward and rammed his knee into the New God's sternum. In the same motion, he drilled his elbow into his neck. Twirling, he hooked both his legs around Darkseid's throat before tossing him back. Without even landing, Ultimate Feedback's bod snapped and he aimed his left hand at his opponent. A thunder-bolt discharged off his hand and struck Darkseid right in the center of his chest. As the god flew back, his chest bleeding heavily, Ultimate Feedback boomed forward once more.

Once he was within a few feet from him, he bombarded him with a barrage of energy blasts, all damaging him. His attacks collided with his form and simultaneously created a massive, blue, yet fiery explosion. Roaring in both pain and effort, Darkseid advanced through the attacks and angrily tried tackling his foe midair. Only for Ultimate Feedback to flawlessly grapple him. While upside down, he tied his legs around his throat. Swiftly, he executed another maneuver and placed a palm on Darkseid's back. A dim blue sheen escaped through the cracks of his fingers. Before he could react, Ultimate Feedback scorched his back with an energy wave. Ultimate Feedback watched as Darkseid soared through the air like a flaming meteor. Just in reverse.

He took a deep breath and summoned all the energy his body had stored inside. His Omnitrix symbol glowed as well. But not in another transformation, but as power funneled outwards. Coils of green energy spiraled around his arms and channeled into his hands. When the Omnitrix symbol glowed a dim green, he knew that's all the power it had. Finally, he aimed his hands at the flaming Darkseid. Slowly, he closed his eyes. Once he could no longer see, he let out a mighty howl as twin beams of cyan-colored energy sailed. Darkseid's eyes fluttered. Once the energy slammed into his chest, he cried in agony. Only, that was before his face was completely eviscerated by the raw heat and strength of the energy. In just a nanosecond, the beam left Earth's atmosphere - it left the Solar System and even left the Milky Way Galaxy.

In the far reaches of the cosmos, in a distant part of another galaxy, a bright red explosion erupted, blinding trillions of people for just breif second. That's all it took and just like that, the flash of light was over.

In an instant, Ben de-transformed and fell onto his knees. The Omnitrix issued a mechanical whine before the faceplate went back. The device was completely and utterly out of power. His chest heaved as he forced as much air into his lungs as possible.

The last thing he saw before his vision died black, was a set of oddly familiar orange hair.

* * *

Ben's eyes snapped open. His eyes darted across the room, and his fists clenched tightly. The aseptic smell of carbolic acid reached his nose and the walls became increasingly more familiar. That's right, he sighed. He was the one who designed them.

The room he was in was large, around eight-hundred square feet. The walls were a bleak white and laid along a high-tech medical bed. Above him, painted on the ceiling, was the white, silver and black Omnitrix symbol. Lifting himself up, he propped his arms along the bedside. His eyes flickered over to his left arm, noting the Omnitrix wasn't glowing like normal. It was radiating a dim, lime green glow.

"Thank god," Gwendolyn's voice reached his ears as two arms wrapped along his form. "You're awake."

Ben groaned slightly and cracked his neck. He looked to his side and spotted Gwendolyn leaning on him, her arms wrapped around his neck. "How long was I out?" He asked, his voice raspier than normal.

Gwendolyn lightly coughed before sitting back on her chair. "Twenty-nine hours."

Ben's eyebrows furrowed. "Twenty-nine hours? Why? As far as I could tell, I didn't have any physical injuries."

"You weren't hurt physically," Gwendolyn began, "the Omnitrix's AI informed us that you dramatically overused it. You also subconsciously channeled your own latent magical power during your last attack. On top of that, you used every bit of energy the Omnitrix had **(1)**."

Ben shook his head. "That can't be right. I have no skill for magic."

"I'm not disputing that," she quipped. "But everyone has latent magical power stored within them. You just used yours in a time of need."

"Wunderbar," Ben sighed, speaking in a perfect German accent. "How bad?" He asked quietly.

Gwendolyn narrowed her eyes, her green orbs darkening. "After you defeated Darkseid, his Parademons fled. The Justice League sought out the kidnapped civilians and as of now, most of them have been returned."

"My mother?"

Gwendolyn swallowed. Her eyes darted to the side. "She's... in a deep coma. Atlas said he doesn't know whether or not she'll live. Or wake up, for that matter." She knew that was tough for Ben to hear. But she couldn't lie to him. Not now - not after everything he must have been enduring.

Ben let out a shallow breath. With stiff muscles, he brought up his hand and palmed his face. His eyes grew warm and misty. But didn't let any tears fall. Taking a deep breath and putting a false facade of indifference, he turned back over to his cousin.

"How's your family?" He asked seriously, expertly hiding his emotions. "Your mom and pops."

"They're fine," Gwendolyn answered, nodding slowly. "Superficial injuries at best. They were one of the lucky ones to be kidnapped by the Parademons. The only injuries they got, were defensive wounds."

"That's good," Ben nodded, feeling a large sum of jealousy that her parents got off well. His father was torn in half and his mother was in a coma she may never recover from. "At least there's that," he acknowledged, stiffly smiling. While a large part of him felt jealous, there was still the portion of him that loved Gwendolyn more than anything. By that, it was the reason he felt relieved that she still had parents.

Gwendolyn sat uncomfortably. "I-," she tried before pausing. "I'm sorry about your parents, Ben. I truly am." Ben nodded, a half-smile on his lips. He snaked his hand grasped onto her own and nodded.

"I know you are," he whispered. A light blush on her cheeks, Gwendolyn stood up and eyed him.

"Is there anything you want? Food? A water?" A smirk stretched across his lips.

"A scotch? On rocks with some buffalo chicken wings from that place I like?" Gwendolyn rolled her eyes but nodded.

"Sure," she sighed. "I'll have Kevin order it." Just as she was about to leave the room, she halted when she heard Ben's voice.

"How's the team?"

She turned and smiled. "Starfire has a fractured arm. Raven has a grade-one concussion, Kevin has a slight hairline fracture on his left leg. I think Alan and I are the only ones that go by Scott-free."

"They're healing in the infirmary. Right?" He asked seriously. Gwendolyn nodded.

"Kevin's fracture is already healed. Starfire's is taking a little while longer. Atlas told me that it should take more than a few more hours for her to fully heal," Gwendolyn answered.

"That's good," Ben breathed and laid back down. He was glad his team was alright.

They were his responsibility. If they got hurt - seriously hurt, he wouldn't know how to feel. He was sure he would feel terrible. There was no disputing that. But not surprised. Their line of work was dangerous. It went without saying. But still, there was that factor, that he had grown close to each of them. And to see them hurt or mortally injured... he released a sigh. Shaking off that train of thought, Ben closed his eyes, trying to drift off to sleep.

Taking his silence as a dismissal, Gwendolyn ducked out of the room and soundlessly closed the door on her way out.

Ben sighed.

His father's death, he could tell Vilgax didn't just pull him apart. No, he was probably killed by the force of the winds or by flying debris. Nothing was impossible. Except for the fact that Vilgax did the deed purposely. There was absolutely no way, as much as he didn't want to admit it, that Vilgax had the time and energy after his two attacks to look from parents and murder his father, but spare his mother. That didn't make any sense.

So, all evidence pointed to the possibility that his father was killed and his mother was put into a coma, by the backlash of Vilgax's attack, on accident.

It made more sense than Ben would have liked to admit.

* * *

**(1): In the show, the Omnitrix was strong enough during the SDM, to obliterate the entire universe. So, the reason why Ben was able to beat Darkseid, with Feedback, was because he used Feedback to absorb the energy inside the Omnitrix, and channel it into raw energy. Mind you, this Darkseid was operating through Avatars. That's why he was so overwhelmed. If it was Darkseid, the real Darkseid, the fight would have turned out differently. **

* * *

**There it is! The long-awaited Chapter: 7. I hope you all enjoyed and remember, join the discord if you want to interact with me or my friends. **


	8. Chapter 8

Oa was a large planet, set in Space Sector 0000. It was a planet that laid in the very center of the Universe and where the Guardians resided and the home of the Green Lantern Corps.

In the assemblage center, over a dozen short blue-skinned individuals hovered. They wore white and red robes that covered the majority of their body. In the center of their chests, the Green Lantern Corps sigil shined brightly upon their chests. Each of them looked alike, yet different. Their hair was a pale white and their skin was completely blue. However, they didn't share facial features. There, they differed from one another.

One Guardian spoke.

"I believe we should start the meeting. We have waited long enough to discuss this matter." The Guardian known as Galex spoke, his voice stern and brisk.

"I agree," another spoke, his voice just as heavy.

"As do I."

From there, more responses aired, all varying in words, but one thing everyone had in common was that they all agreed.

"Benjamin Tennyson, a human in the possession of the Omnitrix. The boy was thought dead," Galex said.

Zogno frowned, but said, "all of us did. He vanished and only faint whispers echoed throughout the Universe regarding him. We were given no reason to believe otherwise." He defended the corps. His own job was to keep watch over the Universe and he felt like Galex was implying that this was thier fault.

"But he is among the living, yes?" Morle asked.

Everyone nodded.

"And Darkseid..."

Just the very mention of the dreaded name, caused a shiver to run down their spines.

"His defeat does not bode well with the New Gods."

"As does it here," Morle said, a small sneer upon his face. "To think there is someone alive that could take that fiend down... it is just as terrifying of a prospect as Darkseid living among us."

"Benjamin Tennyson," Magad began, "What should be done of him?"

"He is a threat," Galex said immediately. "The Omnitrix is far too of a powerful weapon to be in the hands of a human."

Another voice spoke, this time calm and patient. "Yet two of our finest are humans," Tedok said, smiling. "They have used the rings well. Used them for good and decency, they have."

"He is not Hal Jordan or John Stewart." Galex retorted sharply. "We have no clue on who this Ben Tennyson is."

That was saying something. The Green Lantern rings knew what the Guardians knew and the Guardians knew nearly nothing of what happened after Benjamin Tennyson disappeared in the dark abyss that was the Null Void.

"All we know is that he is in possession of the Omnitrix and that he was able to defeat a New God with it," Morle said, a small shiver traveling down his spine.

"He is powerful, yes he is." Tedok conceded. "But he may be an ally, I feel. He has given us no reason to prove otherwise, you must see."

Galex frowned intensely.

"And he has given us no reason to believe he is not a threat."

"We do not meddle in affairs of the Universe," Nusga interjected.

"The Omnitrix has the potential to destroy entire universes! The wielder was able to defeat Darkseid himself!" Galex's voice was rising now. "We cannot leave this human unchecked. Even our collective knowledge cannot confirm exactly what samples Azmuth was able to acquire! He is too big of a threat to be left unchecked!"

Soder shook his head and responded.

"Nothing shall be done to the human." His firm gaze traveled through the gathering. He met Galex's narrowed gaze but held steady. "If he proves to be a threat, then the Green Lantern Crops shall bring him to justice. Not before. Do I make myself clear?"

Everyone nodded. Some more reluctantly than others.

"Yes, sir."

* * *

Magistrata stood tall, her back stiff. Sweat rolled down her cyan skin as she overviewed a new batch of Plumber Recruits.

Today, she had received troubling, yet gratifying news. Darkseid had been slain. Whether this was purely speculation or a widespread rumor, she was not sure. However, she was sure that the rumor was spread far throughout the Universe. Benjamin Tennyson had also become a pushing concern.

The man was supposed to be stranded in the Null Void. A boy with the power of the Omnitrix lost in the Null Void. Even with the possession of the watch, no one thought he would be able to escape. Much less stay alive for eight years. He was a child of ten summers after all. At first, Magistrata was upset when she heard that the Omnitrix bearer was stranded in the Null Void. Though, as time passed, she grew to be... grateful that the Omnitrix was lost forever. In the Null Void, nothing escaped. The Omnitrix would be lost forever and she would never have to even consider the possibility of it wandering off into the wrong hands. Now though... now that the Omnitrix was back and the bearer, along with Vilgax the Conqueror had escaped the Null Void, more pressing concerns were thrust on her shoulders.

For the past year, she had been monitoring Earth, where aliens from all over the Universe gathered. Some were extraordinarily strong, others incredibly smart and wise, others with inexplicable powers... Her contact on Earth had assured her that while there were aliens on Earth, they were of no threat. Most of them were here to protect it. The majority of them even learned to live alongside the humans and fight for their protection.

Such a thought, while admirable, still left her with an if scenario. There was a possibility - a large possibility that some of those life forms could go rogue and try to conquer the Earth. Now add that to an escaped convict, who was in the possession of the Omnitrix, who was also living on the planet... that just made everything more confusing and conflicting. To hear that this person was able to beat Darkseid—a being that made many tremble in fear from just hearing his name being uttered made her pause and reflect.

* * *

The night was brisk, filled with clouds and an ever so present full moon hovered above. The absent wind brushed passed the trees and the near-dead grass shuffled from the light breeze.

Ben stood, a dark leather jacket hugging his form. His dark jeans were stained from what looked like dirt. It was unlikely that his pants had even been washed in the past week. He just snatched them randomly and put them on. He felt no need to dress fancy or wear his armor. The last thing he wanted to feel right now, was security.

His dark hair shifted in the wind and just stared blankly at the open land. His green eyes barely held any emotion at all. Painfully, he continued breathing at a steady pace - it felt like he was trying to swallow glass, every time he took a breath of air. The muscles along the side of his mouth throbbed from how hard he was clenching jaw. If he continued on, his teeth were liable to shatter. As he stood, he absently pinched his index finger and thumb together. Silently, he rubbed the two back and forth, feeling his rough, calloused skin.

A shiver ran down his spine - not from being cold, but from the raw feeling of his skin. He swallowed thickly before allowing a shaking breath through his nostrils.

During his brooding, he barely heard the footsteps raking towards him in the sand.

"Are you alright?" Gwendolyn asked quietly, not sure at all on how to approach the situation, much less how to approach him.

Ben brought up his hand and drug his fingers underneath his nose.

"Yeah... I'm great." He didn't care to hide the dryness or sarcasm. "You know what? I can do ya one better; I'm perfect!" He laughed. But the gesture or the words didn't reach his eyes. Even without looking into them, Gwendolyn knew that.

"Ben..." she sighed, caressing her creased brows. "There was nothing you could have done-," she was cut when he rounded on her.

"That's bullshit and you know it!" He roared, his control over his own emotions slipping. "I..." he sighed, his footing shifting, and his hands moving on top his head. "I let him die."

Gwendolyn pinched her lips together. "You didn't let him die, Ben."

Ben laughed humorlessly, his gaze empty. "Really? I could have easily used one of my faster transformations and transported them across the planet. Without a doubt. But no... I left them both there..." He looked at her, his facial expression was painfully hollow.

"It's easier to look back in hindsight!" Gwendolyn reminded him swiftly.

"That doesn't make it any better, Gwen!" Ben shouted, spit flying from his mouth. "Everything I touch, I kill! That's the truth!" He roared, his voice sending tiny tremors throughout Gwendolyn's body. "Dad's dead because of me! Mom's in a coma she might never wake up from because of me! Me! Me! Me! Me!" He shouted, slamming his pointed index finger at his chest.

"Ben, you have the best medical equipment on the planet working on her, every second of the day. Give it some time," she tried, smiling ever so slightly. "Have faith."

"Faith?" He asked, his voice cracking. "What's that?"

"You have to find out for yourself, Ben. No one alive is capable of telling you what you should have faith in. That's just something you have to find out yourself."

* * *

Max walked into his room. As he walked, his back leaned forward, slouched. His face was covered by the shadows as he stepped throughout the room, a destination in mind.

Now in the very corner of his room, he crouched down and opened up the small refrigerator he kept inside his bedroom. Opening it up, his face was assaulted by the cold of the machine, but he didn't react. He just reached inside and pulled out his fourth beer of the night. Slamming it shut, he walked back over to his chair and sat down.

The blinds were shut, but even now, crack in the morning, some light beamed through, which illumined Max's dark-rimmed, sunken eyes and tear-stained cheeks. As he sat down, he easily popped the cap off the beer and quickly downed a large couple of mouthfuls. Max sighed deeply as he drew the bottle back and tilted back his head.

Helpless...

He was helpless.

His son... his son was supposed to outlive him. He was supposed to be completely unaware of the supernatural world. He... he was supposed to be safe!

But no... Vilgax... he had to do it. He had to kill his son! That monster he had to make it about someone else!

Just the thought caused Max to sneer hatefully. His grasp on the bottle trembled as he struggled for control.

There was nothing he wanted to do more than scream and pound the walls in outrage and overwhelming grief. But no... he held it in. He was a soldier. Death was never far out from a soldier. He had to be like a soldier... he had to be strong like one. He had to be a Plumber...

The dark look in the old-man spoke volumes.

He had to be a Plumber... he had to become that person again...

_'Make my words... Vilgax... you're going to pay in blood for what you did to my son!' _

* * *

It was the early morning of the very next day. Most of the team were already awake and roaming the calls of the living area of the tower. Some of them were wearing some gauze around their limbs to keep some of their wounds uninfected. However, most of the team was just fine.

Courtesy of the magical wonders of the team's highly-advanced Medbay.

As some of the team wandered into the kitchen, they started smelling something in the air.

Kevin paused, his nose crinkling as smelt a heavenly aroma travel throughout the halls. Looking to his right, he spotted Raven, who was casually levitating throughout the halls, wearing a dark purple cloak. She too paused before taking a quick whiff.

"I smell pancakes." The woman intoned.

"Pancakes?" Kevin muttered before a grin split across his lips. "Don't wait up!" He yelled, dashing through the halls like an excited child on the morning of Christmas.

Raven watched him before calmly making her way to the kitchen. With her current pace, she reckoned she make it there a few seconds after Kevin did. She could have just teleported there, she realized, but she figured it was a little too early for that. Raven knew that teleporting around the Titans Tower often startled most of her teammates. So she decided not to fall into the same grove and took the patient route as she accompanied her fellow hybrid.

Once she neared the doorway, she eyed Kevin. Though, she immediately noticed that he wasn't moving. He was just standing in the center of the automatic double doors, which refused to close due to his presence and the motion-sensitive doors, with his eyes widened like saucers. Humming curiously to herself, Raven floated over and gazed into the room, trying to find the cause of Kevin's shock. Immediately, her eyes too briefly widened.

There in the kitchen was Ben, clad in nothing but a formfitting black T-shirt, black cargo pants and a pair of slides, flipping pancakes across a four-foot-long griddle. Apparently, he hadn't taken notice of their presence. After a moment, he began scooping them off the griddle and onto a large, tire-sized plate. Once he was finished, there was somewhere upwards of forty pancakes stacked up on the island.

Sighing, he flipped the high-powered griddle off and walked over to the sink. Dropping the metal spatula into the sink, he began running some water, cleaning off most of the mess. He looked up and shut the water off, deciding the dishwasher could handle it from there. Once he did that, he turned around spotted Kevin blinking owlishly at him and Raven oddly staring at the pancakes with repressed hunger.

_'Huh, my senses must be getting dull.' h_e thought, having not even sensed them.

"You know, you two could have come in. Food's for everyone."

Like a madman, Kevin rushed in, grabbing a plate from the island before plucking off pancakes for himself. He also grabbed a few syrup packets before speed-walking to one of the restaurant-style tables. Raven followed his example, though much more controlled and calmly. Once she got close him, she offered him a small smile before floating over to the tables.

Ben made sure that her smile was reciprocated. After she sat down, he noticed that the rest of the team, including Alan, Starfire, and Gwendolyn had made it the kitchen. No doubt they could smell the wonderful aroma of his cooking and they came running, he thought with a mental smirk.

"Grab a plate everyone," Ben instructed them, doing the same.

He himself had grabbed a modest five pancakes before walking over to the tables. Gwendolyn shared a look of surprise, as just last night he was angst-ridden and now he was cooking? If that made sense at all, she failed to grasp it. However, she followed his instructions and grabbed a few plates, handing them to the youngest of the team before handing another one to her fellow female member, who graciously accepted it.

As they finished grabbing their food, each and every member of the team was now seated in the same room. Some of the more hungry members, like Kevin and Starfire, ate like slobs, while the others ate patently with the manners they were taught.

"So, Alan," Gwendolyn began, catching the teen's attention.

"Uh, yeah?" He asked, swallowing a mouthful of pancakes. Which were surprisingly really good.

"You thinking about going to college or university? Now that you've graduated High School?" She asked, garnering Ben's attention.

Alan paused before shrugging.

"Honestly I don't know. I mean, it doesn't sound all that fun to split up from you guys just to go to college."

"There are online courses you can take." Ben intoned, carefully cutting one of his pancakes in half, but cutting that piece in half as well.

Alan blinked, "Oh yeah! I remember seeing some infomercials talking about them."

"You want to further your education, go ahead. I don't think anyone here is going to object." Gwendolyn said encouragingly while shooting a look at Ben, to make sure he wasn't going to object. Surprisingly, he said nothing and went back to eating quietly.

"Sure, I'll look into it. Thanks." Alan smiled gratefully.

"So, what's our next point of interest, as a team?" Raven asked, looking at the leader of their team.

Ben nodded lightly before answering.

"Honestly?" He asked and Raven nodded. "Recon, recuperation, and training."

"Recon?" Starfire asked, speaking up for the first time.

Ben nodded. "It's the day after an alien invasion. I don't want to be kept out of the loop with anything."

The Tamaranean nodded in understanding before going back to eat.

"I know that you all performed as good as possible while operating as a team," Ben said before taking another bite of his breakfast. "As of now, I want you all to focus on improving your own skills and further your own power."

Everyone nodded, even Kevin, who looked ready to raid the kitchen for another round of pancakes.

After everyone had finished eating their breakfast, they had left the room to do their own things. However, Ben remained and as did Gwendolyn. He walked around, cleaning up after his team's mess, tossing plates and plastic silverware into the garbage. Gwendolyn stood behind him, her arms folded over her bountiful chest.

"Are you alright?" She asked quietly, not sure how to approach him. She did, after all, just watch her cousin have a mental breakdown the day before. But then suddenly, he was fine and dandy. Gwendolyn didn't buy it. Not one bit of it.

He turned around and gave her a smile.

"Of course I am," Ben told her before taking the garbage bag out of the trashcan and began tying it up.

"Are you sure, Ben?" Gwendolyn asked worriedly, a small tilt of her head.

Ben nodded, walking over to the trash shoot. He pushed open the panel and tossed the garbage bag down before closing it back up. Dusting his hands off, he faced her once more.

"Yes. I'm fine." He smiled.

Gwendolyn sighed, dipping her head. "Look, Ben, are we really going to pretend that nothing happened last night?"

Ben sighed.

"I'm not pretending anything. I just needed to get some stuff off my chest. That's all."

"Seriously, Ben," Gwendolyn mumbled, frustration clear in her tone.

"I am being serious, Gwen." Ben offered a brief chuckle. "I'm fine."

She looked at him, long and hard before sighing deeply.

"Fine. If you won't tell me what's really going on with you then I'll leave you to brood about it." With that, she left the room, leaving him all alone.

"Gwen..." he said, but it was too late. She was already gone. "Goddamnit." He sighed, caressing his forehead.

He didn't have time for this, he had places to be.

* * *

"Thank you for meeting with us on such short notice," Superman said, his imposing figure sitting firmly in an expensive lounge chair.

Beside him, Batman sat, in the chair next to the Dark Knight, the Flash sat. Further to his left, Wonder Woman sat in a noble-like stance - her legs crossed neatly and her expression impassive. Beside her, Aquaman and Martian Manhunter occupied the next seats. Beside Martian Manhunter, the famous Black Canary sat and finally, one of Green Lantern sat.

In the large half-circle, in front of them all, Ben Tennyson sat, casually lounging deep into his chair. For the occasion, he wore a highly expensive dormeuil vanquish ii suit, with a diamond-studded Rolex on his right wrist and the Omnitrix gleaming proudly on his left. He sat with his legs crossed as well and eyed the Leaguers with a small, confident smirk, his emerald eyes glimmering.

"It was my pleasure, I assure you." He said, tilting his upper-body downwards, in a sort of bow while flashing a pearly-white smile.

Superman shot Batman a wry look before speaking.

"Firstly, before we get into business, I think I can speak on behalf of the whole League, is thank you," Superman said, smiling as well. "If you hadn't stepped in, I don't want to have to imagine what would have happened."

"Huh, speak for yourself, Supes." Green Lantern mumbled to himself, onto receive a sharp kick to his foot by the curtesy of Black Canary's razor-sharp heels.

Ben smiled and waved it off.

"Don't worry about it. I'll be here next time something like this happens." He said casually.

"Next time?" Batman asked, an impassive look blanketing the bottom half of his face.

Ben nodded, "Look around. Every time there is a fight, there's always going to be five more that come after it. It's the never-ending battle."

Batman didn't react to the response, but he too agreed. It was the never-ending battle. The Dark Knight knew that better than anyone.

"That's an incredibly nihilistic thing to say." Black Canary said, narrowing her eyes.

"But true!" Ben coolly pointed his finger at her for a second before placing that hand back down onto his thigh. "I mean seriously, do you see an end to the wackjobs with superpowers? Cause I have to say... I don't." He popped the last letter of his sentence, earning a subtle frown from the Dark Knight.

His words were truthful. Batman was sure of it. He wasn't frowning because this individual shared his views about crime, but because he was so casual about it.

Superman saw the course this conversation was going towards and decided to change its direction.

"Nonetheless, you helped avert a threat that could have been much, much worse. For that, we would like to extend our gratitude. But I also want to take this opportunity to get to know a bit about you."

Ben shrugged, "Sure, as long as the beautiful ladies sitting in front of me promise to share something of themselves, I'm game." He flashed a charming grin towards them and Wonder Woman couldn't help but narrow her gaze at him, while Black Canary warded off the blush before it came.

"First of all, how old are you?" Batman asked, interrupting everyone's thoughts and not even mentioning the emerald-eyed man's request.

Ben pouted slightly at not getting his way before answering brightly.

"21 years old."

_A bit young to be a hero._

Batman, however, knew just how young they could get. Yet not all of them have the power to destroy a solar system or more, he reasoned.

"What is the device on your wrist?" Batman asked. While internally, he knew Ben's powers came from it, but it didn't know the specifics. Plus, rule number one of information gathering, was to never let someone else know exactly what you knew. It's better to play the fool than to actually be the fool, Ra's Al Ghul instilled that lesson deep into his brain.

"Oh? This little thing?" He asked, gesturing to the rose-gold diamond Rolex on his wrist. "Just a really expensive watch, I'm afraid."

"Don't play coy." Batman's tone hadn't changed. It made his warning all that more intimidating. If Ben was a normal person, he might have shivered. Might have...

"Damn." He whined aimlessly. "You know, you're way too serious." He pointed out to the caped crusader. "You got to learn to take life like a joke - one punchline at a time." Ben chuckled, getting looks from every Leaguer in the room.

Especially Batman, who had a brief flashback to one of his many encounters with the joker.

"You got to learn to take life like a joke, Batsy - one punchline at a time! AHAHAHAHAHA!"

Underneath the cowl, Bruce Wayne had to withdrawal a shiver.

"But I guess I'll tell you," Ben drawled, talking as if he was talking to a child begging for a new toy. "The Omnitrix, at its core, is a portable library of sorts, storing interuniversal genetic data that allows the wielder to alter their DNA at will and transform into a variety of diverse and complex alien species, each with their own bizarre and unique abilities."

"That's where you get your powers?" Batman asked, eyes narrowing. "By using a device that allows you to consciously alter your own DNA to match another alien species."

"How fascinating..." Wonder Woman muttered, amazed that such a thing exists.

"Humph, doesn't have anything on the Green Lantern Power Ring." Green Lantern huffed.

"Apparently it doesn't have such shoddy name either." Ben retorted, earning a growl from the man.

"What are you planning now that you've made your debut?" Superman asked.

Ben cocked his head, a confused frown stretching onto his lips.

"Debut?"

Superman nodded affirmatively.

"You... you think this was a debut?" Ben asked, gazing around the room. "A debut to what, exactly?"

"Your hero carrier," Superman said, barely having to think for his answer.

"Hero?" Ben asked, cocking his head to the side. "I'm sorry, but you're under the impression that I'm a hero."

Instantly that put everyone on edge.

"Then what are you?" It was Batman who asked this.

Ben shrugged, "Just someone who doesn't want to watch the world burn."

"And that's not being a hero?" Wonder Woman asked, tilting her head in confusion.

Ben shook his head, licking his dry lips as he did so. "No, you see, my dear, 'heroes' as you call them are just self-deprecated assholes in tights. You 'heroes' cling onto your morals so tightly and when you walk away, you desperately say to yourself; I did the right thing."

If Black Canary was offended by what he said, she didn't show it. Much like half of the people sitting there. However, Flash, Green Lantern and Wonder Woman were exceptions.

"So yeah, great job. You did the right thing by sending this super-assholes off prison." Ben shook his head. "I mean, how could you be held responsible when he or she busts out of prison and continues to kill more - continues to steal more - continues to destroy more. That's why it's a never-ending cycle, because you're all too afraid to break it."

This... this is not what Superman had in mind when he invited the new hero to the Hall of Justice. No, he expected to get to know him, make sure he wasn't a threat and possibly invite him to the Justice League. But no, that all turned sour and now this kid was, as Flash would so crudely put it, 'taking a shit in their front lawn.'

"I think it's time for you to leave," Batman said expressionlessly.

Ben stared at him and Batman could've sworn he felt a shiver run down his spine before the emerald-eyed man stood.

"Sure. It was nice meeting you all. Ta-ta~"

Once those words left his mouth, a bright green flash blanketed the area and Ben was nowhere to be seen, with a blue and black streak shooting out of the front door.

Superman stood, sighing.

_That went well..._

* * *

"That went well," Ben commentated casually while Gwendolyn and Kevin frowned.

"How can you say that went well?" Gwendolyn was the first to the punch.

"For real. You just painted yourself as a target by the strongest force on the planet!" Kevin chimed in not so subtly.

Ben just continued smiling, "It's called lying bait. They "know" I dislike heroes, but I also left them in curiosity and anger. I insulted their pride, not just as people, but as heroes. Most of them will think out of emotion now, not logic. There is only one person who I can guarantee that is thinking with his head."

"And who's that?"

"The Bat, of course."

Kevin's eyes widened when he realized what Ben had meant by his statement. "You're putting a divide in the Justice League..."

Ben shrugged unceremoniously, "I'm starting to," he corrected his ally.

"Why are we going against the Justice League?" Gwendolyn asked, a worried crease in her forehead.

"Because," her leader started, staring off into the distance longly. "They will never let us operate because they will deem my methods immoral and incorrect. Truthfully, they do more good than harm. But... they're making too many mistakes. Too many people are dying because of their mistakes. I can't stand by and watch as innocent lives are lost they prance around in tights and bright colored capes."

"Are you sure about this, Ben?" Gwendolyn asked.

"Are you doubting me?" Ben asked gently.

Gwendolyn gulped before softly shaking her head. "No... I'm just making sure you're one-hundred-percent about this." She admitted simply.

Ben sighed. "Unfortunately love, I am."

With that, the three members of the team drifted back to the base. Once Ben arrived back at base, he decided to train.

Now, running through an advanced course in the training room in his human form, he activated his suit, the retractable helmet covering his entire head and then some. Simply put, the training course was made to test his, strength, speed, and strategic mind. It was meant to test his explosive attributes in fast-paced fights. Usually, one run of the course only lasted a few minutes and tended to leave him a bit winded. But it wasn't made to test and push his stamina.

Sprinting through rocky terrain, Ben ducked under a heavy blow from a twenty-foot-tall drone. It was tall, with lanky arms and legs. On its palms, rested one large blaster respectively. As he dodged the attack, he fell to his knees in a split second slide, his protected knees skating across unruly terrain. With one palm grazing the ground as he slid, he launched himself forward through the drone's legs. Coming to a brief stop, he bounced up and grabbed his blaster from his hip. While upside down, the top of his head pointing down to the ground, he unleashed a fury of searing, blue blaster fire.

It crashed against the drone's massive body, barely denting its hull. Grunting as he landed, quickly took notice as attacks were doing little to no damage. Nodding placed his blaster back into its holster before grabbing a small disk on his hip. Touching the blue circular button, the device expanded before rapidly changing shape, forming a large, grey pole, nearly as tall as himself. He gripped it firmly and shockingly, from left-to-right of his hand, the grey on the pole faded, displaying a blinding blue doubled-edged energy-blade.

Aggressively, he charged toward the monstrosity and the drone whirled around, facing the charging warrior. Urgently, the drone aimed both its blasters at the aggressor before firing dual, ruby red bursts of energy. With laser-like focus, Ben spotted a lane to dodge and exploited it. Dodging, he continued closing the distance before ducking underneath the drone's legs once more.

His thigh skidding down on the ground, he spun the blue pole-like weapon, slicing right through where the drone's achilles heel should have been. He paused before dashing to the other leg before executing the exact same maneuver, causing the giant drone to collapse.

Standing slowly and upon mental command, the helmet retracted back into his suit, displaying Ben's barely sweating face. However, his ears twitched and his eyes narrowed.

Behind him, the drone raised its arm, apparently not quite finished yet. Without a moment's hesitation, it released a lightning-fast laser from its hand. Whirling around, he expertly swung his weapon downwards, at an angle, parrying the blow. The laser flew down and exploded once it made contact with the ground, creating a thick, rocky-mist. Uncaringly, Ben threw his pole like weapon. It soared through the mist with precise accuracy and pierced right through the drone's forehead. It let a mechanical whine before short-circuiting, creating a fiery explosion as it imploded on itself.

Slowly, Ben walked through the mist and neared the fiery haze. His helmet sealed up his head and he stepped through the flames, his suit diligently protecting its wearer. Once he neared his ideal destination, he reached down with his protected hand and yanked his glowing weapon out of the charred ground. Giving it one last twirl, the weapon reverted back into its pole-state before then returning to its disk-like state. He calmly slid it back onto his utility belt before looking up into the bright blue sky.

"Computer; Training Level 10. Off."

With the simple verbal command, the blue sky vanished, revealing a large dome-like structure. The rocky terrain too vanished, revealing the monochrome colored walls and before long, the fiery haze and the slight remains of the drone too vanished.

Walking towards the set of grey double doors, a green light blinked above it before they simultaneously opened as Ben neared the proximity switch. Passing through, he began walking through the hallway and with a short mental command, his helmet faded back into his bulky suit.

The main purpose of some of the training courses was to allow him to freely train in his human form, to further push and improve his base level strength. There over a thousand different courses, all made to test a different species of alien. So say, Ben wanted to train using his Pyronite transformation, he had made at least a dozen different levels just train that form. It was like that with many of his favorite transformations. The levels all were made specifically to challenge the set form's weakness, to make it that much more productive and challenging.

From then on, a few weeks passed since the private meeting between Ben and the Justice League. Ben had spent most of his time training and improving himself while interacting with most of the team members. Though, a few days after the meeting, Kevin had been dispatched to investigate a nuclear energy signature that was moving across Chong-Mai.

Apparently, the Justice League had been involved as well. Ben just sent him because his objective was to observe and only step in if his presence was needed.

Ben had immediately been notified with the help of some of his tech and promptly sent out Kevin to deal with the problem. However, he did tell Kevin that the number one priority was to find out what was causing it, in order to prevent it from happening again and the second most important priority, was containing it before it moved across the whole country. The last thing Ben wanted right now, was to deal with Asia being polluted with nuclear energy.

Other than Kevin's departure, he had also been sending out other members as well for short-term missions. Nothing that involved assassination or anything even resembling that. That was purely his job. He promised each and every one of them that he wouldn't force them to make that choice. Going beyond that line; ending another life. He would never force them to do that. He knew Kevin was okay with killing, but even he requested to not be sent on one of those missions. Ben understood completely and silently granted him that.

Kevin had enough with the shit. He was forced to become someone else in the Null Void. Now, he had to come to terms with being that person.

His training with Gwendolyn had also progressed. Though, while her physical training with hand-to-hand combat and strategy training was going as good as to be expected, she still, however, lacked a teacher to instruct her about magic. There was only so much she could accomplish with a spellbook she had read a hundred times over in the past decade. She only had a dozen combat-focused spells at her command and nearly every single one of them sapped her dry within just one use of even one of those spells. So, until Ben could find her a qualified teacher, he instead had her focus purely on her skills in hand-to-hand combat, strategy, and even weapons training.

Though while Gwendolyn did admit she didn't really like using weapons, she did listen to Ben, when he told her that it would help in the long run. So, Ben led her to the armory and had her pick out one blade she truly liked.

It didn't take long, as within stepping a few feet into the massive vault of weapons, she picked out a pair of duel Sais.

While the weapon choice surprised him, he wasn't surprised why she chose them. As Sais could be used for both close-range and medium-range combat. As they could be used like normal knives or normal melee weapons, but they were also useful when thrown from range. Which, as Ben thought about it, made perfect sense.

Gwendolyn, at the moment, was a close-range/medium-range fighter. But while she could use other long-range spells, they tended to tire her out completely, so that led her to only using those types of spells as her last resort trump card.

Though, there was another magic user that Gwendolyn could learn from; Raven. At first, Raven was skeptical about helping Gwendolyn, as most of her spells derived from dark magic and demonic energy. Normally, Raven wouldn't even give this issue the light of day. She would normally just shrug it off and tell them to find help elsewhere. But since her arrival on the team, Gwendolyn had been nothing but pleasant toward her. She had done her no wrong and Raven honestly did want to help and repay the kindness Gwendolyn offered to her.

So, she did and offered her to how to better control her magical energy and how to direct and manifest it properly. With an actual teacher that gave her hands-on instructions, Gwendolyn progressed well. Faster than a good portion of people would. Though, Raven chalked that up to Gwendolyn not only have experience beforehand in magic before being taught the basics, but also a mixture of natural talent.

Alan was still giving thought on taking online College courses, but in the meantime, he essentially trained most of the time. Mostly alone, but sometimes Ben would invite him to the training room and teach him a few things about his Pyronite half.

Starfire had mostly spent her time around Raven and Ben. She was practically glued to the hips of both of them. It had become common knowledge in the tower that if Starfire wasn't with Raven, she was with Ben and if she wasn't with Ben, then she was with Raven. Which was true. Starfire hardly spent time away from either of them. But she was still her natural friendly self. Even if she tended to not interact with anyone outside of Raven and Ben and maybe Gwendolyn on the separate rare occasion.

Due to that increased exposure, Ben found himself growing close to the Tamaranean princess. Most of the time he spent away from training and scouting, was spent with either Starfire, Raven, and Gwendolyn. Because of that, Ben found himself growing even closer to the three beautiful ladies. Even though he regularly spent his time alone after his father's brutal passing, Starfire continued to bug him.

Unbeknownst to him, that was her way of keeping his mind off of the matter. Starfire knew what it was like to lose someone. She knew just how hard and difficult it was just to live on, much less deal with it. So she privately convinced Raven to help her with distracting him, by regularly conversing him in order to distract him.

Though, it wasn't long until Ben picked up on what they were doing. The moment he realized it, he smiled as he felt a sum amount of weight being lifted off his shoulders. For once, he felt that he didn't have to grieve alone - he didn't have to deal with it alone. He actually had someone that cared enough to help him and take some of that awful burden and place it upon themselves. That thought alone brought a true, genuine smile to his face.

Now, as Ben roamed the halls, wearing a black hoodie, black cargo pants that clung to his form perfectly and black boots that went passed his ankles. He walked down the hallway, both hands in the middle pocket of his hoodie. Although, once a loud alarm blared overhead, Ben stiffened before a bright green flash exploded off him. Before the green flash even faded, he was gone.

Gwendolyn and Max stood in the Viewing Room. The room itself was large, with one main door being at least twenty-meters wide and twenty-five meters tall. In front of Gwendolyn and Max, was a huge monitor that displayed a huge map of the Earth. Above them, a cycling red light rotated and on the map, a red blip beeped right in the center of Chicago, alerting them all. Just then, the door opened vertically and XLR8 sped in.

Coming to a screeching halt right between Gwendolyn and Max, his visor slid up, revealing his face. Squinting his green eyes, he stared at the map.

"What are we looking at?"

Max coughed before answering, "A Level-5."

"Pull up the security came footage," XLR8 ordered.

Gwendolyn immediately began typing away at the see-through keyboard. Within moments, various images and videos flickered into view. XLR8's eyes scanned them within a second. The threat came in the form of a blond man in regular looking clothes. Although, the golden aura surrounding him deflected the idea that he was normal. The person he was holding up by his throat also said plenty. However, Ben narrowed his eyes when he caught a particular detail.

The man he was holding... his skin was turning a deep grey and his body... it was shriveling up! Within seconds, the blond man uncaringly flung the body to the side before reaching for snatching another person, who was in the midst of fleeing. Frowning deeply, XLR8 took command and came up with a plan.

"Alright, I'll head out to confront it. Send Alan and Gwendolyn to evacuate as many as possible. Dispatch Starfire and Raven to contain the threat should he make it passed me." XLR8 hissed.

Gwendolyn and Max nodded immediately. Max reached down, hurriedly snatching the microphone.

**"Stage 5 Threat! Chicago Illinois! This is not a drill!"** Max took a brief pause before continuing. **"Alan, Gwendolyn, you are on Civilian Evacuation! Starfire, Raven, you are on Threat Containment! Exact coordinates have sent to your phones!"** He took a breath before dipping his head. **"Good luck. Stay safe." **

Downstairs, Alan immediately shot up from his desk, sending his rolly-chair into the wall. Grunting, he immediately ran over to his dorm room and dashed out. He didn't even bother to close the door behind him.

Raven and Starfire, a floor above their male teammate, were much more composed. The two being roommates, they both stood up and instantly began getting ready. Raven's heroine attire was mostly already on. Although, she calmly hovered over to her closet and opened it up telekinetically. On the top rack, sat a brand-new pair of arm bracers. Without hesitation, she telekinetically grabbed them and they floated down to her arms and once they neared, they instantly snapped onto her arms before gleaming a black aura.

Unfortunately, Starfire had just gotten out of the shower and was only in a towel. Though she had been in such a situation once before and due to that, she remained calm. Raven, noticing her friend's suit, she snatched it out of the closet and tossed it over to her.

Seeing it, Starfire dropped her towel and caught it midair. Casting her friend a smile in gratitude, she began suiting up, uncaring of the fact that Raven could see her nude form. Though, it wasn't like Raven hadn't seen her nude before. It didn't take her long and once she finished, Raven channeled her magic before aiming the palm of her had at Starfire. With a small breath, she summoned her power.

Underneath Raven and Starfire's feet, a dark circle appeared.

**"Suscipe me dominus tenebris locat, heu domine da mihi tenebris EXTORQUEO!"**

With that, a dark pillar of energy rose from the ground, encasing them completely. In the very next second, the duel pillars shrunk back into the ground before vanishing along with the two women.

Gwendolyn, from the command room, was already ready and grabbed onto XLR8's shoulder. She nodded and XLR8 immediately grabbed onto her and sped off. They advanced downstairs to grab Alan before dashing out of the tower. It only took them a few moments to reach Chicago and once they reached the exact coordinates, they noticed both Raven and Starfire appear in two dark pillars of magic. The two appeared beside Gwendolyn, and Alan stood beside Ben, forming a perfectly straight line.

Once the Gwendolyn and Alan both got off, his visor slid up.

"You all know your jobs. Minimal casualties. This is not a threat to be taken lightly." XLR8's raspy voice informed them.

Every member of the team nodded.

Raven and Starfire both flew up while Gwendolyn followed their example a few moments later. Alan smirked cockily before he effortlessly shredded his skin and transformed, his skull burning alight with flames. With each member ready, everyone left to do their jobs.

XLR8's visor gleamed, a white scanning light appearing. It scanned upwards before going downwards. Once it was complete, the scan ran back and the results were presented before his eyes.

'He's outputting dangerous levels of energy. At this rate, he'll be a living nuke. I can't let him absorb any more energy and risk him imploding, thus risking wiping off Chicago clean off the map.'

"ATLAS, I want Level: 5 Mobile Containment Fields dispatched on my command."

_"Of course, sir."_

The Mobile Containment Fields were just in case he failed and this moron ended up blowing himself up. If he failed, those Mobile Containment Fields could reach half-way across the country in a few minutes. With that, all they needed was a few seconds so that they could be set up and operational.

The last case scenario just in case the situation became anymore favored in the blond's grace, than what it was now.

Nodding to himself, XLR8 zipped over to the blond but made sure to stay within a few meters distance, in fear of setting him off. He glared at the blond, and his posture went rigid. He was fighting off every instinct that screamed at him to take his head off right then and there.

"Buddy, you really don't want to be doing what you're doing!" XLR8 hissed.

The blond smirked and began floating even higher into the air. He clenched his fists before throwing them to the side. Around him, a circular-field of see-through golden energy flickered to life.

"And why's that?!" He asked in a booming voice.

"Because nimrod, your body can only take so much energy before you implode. Killing yourself and over ten-million people with you in the process."

"You're lying!" The man cackled, the energy certainly giving him a power-high.

Beneath his visor, XLR8 sneered. He was already too late. He was far too unstable. XLR8 knew that if he killed the blond here and now, all that energy would just exploded outwards, nuking the city, killing everyone in the process. He also doubted he could safely transport him to barren wasteland and let him explode there, where no one would be hurt. There was too much land to cover and he wasn't safe if the blond could react quickly enough and just light his fuse mid-process, lest running the chance of him nuking some other place.

"You're just jealous of my power! Everyone always has been!"

He bit back a growl, XLR8 nearly snarled. Although, he clenched his jaw and continued to watch as the man continued on unraveling. This wasn't good. He was absorbing too much energy. The guy was at the point where he was subconsciously absorbing power by just being the general vicinity of someone. And that included XLR8.

He looked down and noticed small orange sparks flickering around the Omnitrix symbol on his chest. His eyes widened, horror flashing in his green gaze. No... he wasn't absorbing his energy; he was absorbing the Omnitrix's energy!

Right as the realization hit him, a massive shockwave exploded outwards, sending XLR8 back a few hundred feet. The force of the wave shattered every building within a hundred-meter radius. XLR8 watched in horror as the high-rise building came down crumbling. Underneath it all, nearly about to be crushed by hundreds of tons of dropping concrete, were two little children. One girl, one boy. They both were dirty and positively covered with soot and fresh tears.

Fighting against the oppressive wave, XLR8 sped off.

The little girl looked up and with saucer-like eyes, she watched mountains worth of concrete fell on top of her. Right as it neared her, she closed her eyes and balled up into a little ball. She waited for the pain to come and she stayed in that formation for what seemed like an eternity. However, the pain never came. Slowly, with a hammering heart and fear fresh in her stomach, she cracked open her eyes. She wasn't dead?! She thought with a heavily confused expression. The little girl looked around, only to find she and her little brother on top of a roof, a half-a-mile east of the madman was killing people.

With fear and exhaustion clinging to her heart, she collapsed and embraced her clueless brother and cried. With all her strength and desperately, she never let him out of her grasp. Not for one second.

Back at the standoff, XLR8 appeared back at his previous standing point. He glared heavily at the blond and the green Omnitrix symbol glowed dimly before a bright green flash erupted off his form, blinding everyone that was still watching.

"You son of a bitch, I was gonna take you down, not out. But after that... your ass is grass." Stepping out of the green aura, Feedback proclaimed.

The blond would have gaped in shock if he wasn't so high and demented because of the drastic increase in power. His mind was horribly warped, he barely registered the green flash. He didn't even remotely register Ben's change in form. He only floated higher and tilted his head back further and continued to drain more power. His reach never extended back past Feedback. He didn't have to. All the power he could ever want was there. Why would he reach out for even more?

Calmly, Feedback held out his hand before launching a large blue sphere. The blond didn't even notice it as it harmlessly passed right through his body. However, he did notice when the sphere suddenly expanded outwards from the innards of his body. Somehow, the sphere grew out of his body in the same fashion it passed through and grew inside until he was completely trapped within it. From a safe ways away, Feedback watched as the blond's body began deforming.

His limbs began growing until they reached a grotesque form. His midsection grew as well, but his body was still horribly misshapen and Feedback watched with shame and hidden disgust. With a deep sigh, he closed his hand the sphere shrunk a little bit before the blond began screaming. Blots of electricity began discharging off the blond's body and smacked against the transparent shield. Only it did no damage at all.

Feedback stood back as he felt the energy that was being discharged from the threat being directly fed into the shield and by extension, him. He continued to hold out his clenched hand before he applied even more focus. The blond's screams increased as he began desperately pounding on the shield.

_**"GET ME OUTTA HERE!"**_

Feedback didn't react to his desperate cries. Instead, he pressed harder and began absorbing more energy. By now, his grotesque form had receded and his power was just above where it was at before he got there. Nodding, it was working. So he pressed on and he clenched his hand further. The blond collapsed, his golden aura and eyes fading. However, Feedback continued on.

"You killed hundreds of people by sapping them dry. You sapped so much of their energy, when they had nothing left to give, you absorbed their souls! Because of you, those people will never go into the afterlife. They just cease to exist! So I will do to you, what you have done to them! I'm here to make you pay for your crimes and to prevent this from happening to anyone else."

"Stop! You're killing him!"

Feedback looked up and to his side and spotted the two Green Lanterns, Power Girl, and Wonder Woman floating down to the ground. The two Green Lanterns were the ones that touched down first and Power Girl and Wonder Woman reached the ground at the same time. One of the Green Lanterns, Hal Jordan, immediately turned and raised his fist - the one with the ring attached to his ring finger - and out came a beam of emerald-colored energy that began combatting the blue shield.

Feedback winced, a large wave of energy rushing through his system.

"Stop! You're just giving me power!" The same burn he felt when he channeled the Omnitrix's energy covered him and barely withheld a heavy wince. Normal Feedback wasn't equipped to be absorbing so much energy. If he was in his Ultimate Form, he would have no problem.

Power Girl took notice and instantly grabbed Hal's arm and yanked it back. The man's concentration slipped and thus his construct faded.

"What are you doing?! He's gonna kill him!" John Stewart yelled as he took Hal's place.

"You don't understand, you're giving him more energy to deal with!" Power Girl said, her voice rising. The last thing she wanted was to have this psycho break out of the prison Ben made and then proceed to nuke the whole place. She was sure they would all survive. But what about the 10 million other people that lived here? So she appealed to them and made it look like Ben was the good guy here.

John frowned and reluctantly cut the flow of his power off. However, he immediately turned and cocked back his ring hand. With his fist clenched, he threw a punch and a massive green fist appeared. Feedback watched with widened eyes as the fist flew and sent him flying into the air. However, milliseconds before getting smacked, he clenched his fist as tight as he could and the energy the blond had, plus his soul, was absorbed.

When he flew back, the blue containment field around the blond, or rather, former blond vanished. His body fell onto the scarred concrete, his body withered and his form horribly frail. It looked he hadn't eaten a day in his life. Hal Jordan refused to look at his body, as with just one glimpse, he could see the withered man's ribcage and his smoking, grey-brown skin.

Oh god, just being in the same premise of him nearly caused Hal to puke his lunch out.

John looked at the smoking corpse and frowned heavily before shaking his head. This wasn't right. Sure he was a villain, but he didn't deserve a death like this. It wasn't right...

Power Girl frowned but didn't react much to the smoking corpse. That monster got what was coming for him. She heard what Ben said with her enhanced hearing. He killed hundreds because he wanted to absorb their power. As if that wasn't bad enough, he had to take it further and absorb all they had, including the little bit of lifeforce humans had. But he also took it even further and absorbed the thing that made humans and other alien lifeforms so special: their souls.

Souls had power. Pure, unadulterated power. Souls were a spiritual life essence resided within a physical body while they were still alive. After their physical body dies or is destroyed, their soul continues to exist and typically moves on to an afterlife. But they were also wells of restricted power of untold significance. She, while in her home Universe, had fought some sorcerers that used souls to cast powerful spells and sacrifices.

Now, she knew how much danger there was when someone stupid enough decided to absorb them in large groups. He was a ticking timebomb. If Ben didn't absorb every bit of energy those souls provided, she doubted he would be only as strong as a nuclear blast. No, they were looking at something far more dangerous and widespread. No, they were looking at country-wide obliteration if he continued on that path.

Now, a few thousand feet in the air, Feedback floated and he took a calming breath. All the power rushing into his veins; he could barely stand it. Taking a deep breath, he turned upwards into the sky and extended his hands upwards. With a grunt, he expelled all the energy he absorbed by that monster and sent it hurtling into outer space. He released it all in one quick burst.

It was over in a brief flash of light.

Now that, that was done, he floated back down to the ground and landed in front of the superheroes. But before he landed, he carefully handed out an order through the microphone that was hidden inside his ear.

"Threat's clear. Head back to base. I'll take care of the rest. Be back soon."

He didn't hear any reply and he could guess that his teammates recognized his hushed tone. So they wordlessly headed back to base and made sure they weren't being followed.

Feedback touched down and assumed his human form in a burst of emerald-green light. Casually, he walked up to the small group of assembled superheroes. He looked somber, his eyes downtrodden as he gazed at the destruction that was caused. The muscles on his face throbbed as he clenched his jaw. His green eyes reflected anger and overwhelming sadness as he observed the desolation caused by one mad-man with power.

"You killed a man even though you didn't need to." John's tone was far passed accusing. He was stating it as a cold-hearted fact. Ben glanced away from the wreckage that was Chicago and his piercing green eyes found the older Green Lantern.

"No, I killed a monster. There is a difference, you know." His casual and teasing rebuttal made it sound like he talking to someone ten years his junior. But there was nothing in his tone. Only stoicism.

"And that's for you to decide? Who lives and who dies?" Hal followed, his arms crossed.

"And that's for the courts to decide?" Ben asked rhetorically, rolling his eyes. "At the end of the day, his life is in someone's hands. May as well be in the hands of someone that can actually make the right decision. I'm just making sure he doesn't get back on the streets so he can do all this again." He gestured to the destruction that was Chicago. "As much as it pains me to say this, you're lucky the death toll was at the thousands and not the millions. You know, there's one thing you don't get; some _men_, they need killing. It's the only way to stop them and ensure someone else; someone innocent doesn't die."

"You could, you _should _have just absorbed all the energy he had and left it at that!" Hal shouted, snapping.

Coolly, Ben turned to him before brushing the bang of his hair that dipped in front of his face to the side. His cold green eyes regarded the Lantern before lightly shaking his head.

"I could have. But we'd be back in this situation again, two or three months down the line. I am preventing another attack and you should leave it at that." Ben said, using his words against him, something of which Hal didn't take kindly to.

Not at all. Evident by him raising his hand and creating a doubled bladed green axe. Wonder Woman, however, stepped in front of him, her arm blocking his path to Ben.

"Don't do this here, Lantern. Please... this place has had enough." Her tone implied sadness.

Hal blinked before he focused on his surroundings.

Buildings plundered, fires, blood, dead bodies - young and old - all withered up and grey. It all surrounded him and finally, the smell of war reached his nose. For the first time today, his knees felt weak and he felt as if he would collapse.

"I took one life to save millions. You would save the life of one dirtbag who has the potential to destroy an entire country in the midst of madness, over a thousand innocent people," he said, earning each and every one of their attention. Especially Wonder Woman, as she agreed wholeheartedly to what Ben did. Even if she didn't allow anyone to notice. "You may only see a number when I say that, but I see a thousand innocent faces that belong to people that expected to go on about their day, only to be horrifically killed and used like a glorified battery. So call me a monster for what I did, but I won't stand by and let my morality rule my actions. I'm doing what's best for everyone." His eyes glinted with a degree of bone-chilling coldness. "Even for you people."

"And it's just that easy for you, huh?!" Ben looked at him like he was stupid. Scoffing, Ben held up his and pointed a finger at the side of his own head.

"Yeah, I can do it. I could kill him and just walk away. But that doesn't mean it's easy. I can live with it, yeah. I can live with anything. There's no peace up here. There's no happy medium that I'm looking for." Ben then scoffed and shook his head, looking right at the older Green Lantern. "And I thought you of all people would know that, John."

John Stewart's eyes widened when his real name was spoken. He clenched his jaw as flashbacks of his time in the Marine Corps sparkled in his view. However, he shook them away and glared minorly at Ben. However, he didn't do anything except hover into the air before soundlessly flying away.

Hal watched, affronted as John flew away, no course in mind. "Hey! Where you goin'?!" He received no answer. Growling, Hal summoned up concentration and soared into the air, flying after his friend.

Power Girl watched them leave. Wonder Woman continued to stare at the young warrior with a spark of interest and curiosity. She paused and turned as Power Girl hovered over to Ben before landing in front of him. Her keen hearing picked up on what they were saying.

"So, how's life been?" Ben asked.

"It's been alright," she said and reached up, lightly grabbing the side of his face. She smiled softly as she planted a kiss on his cheek before resuming her previous position. "You?"

His eyes darkened before he managed a smile. "It's been alright. All things considered."

"Yeah... listen, Ben, I'm sorry about your-,"

"Thanks," he interrupted her, subtly nodding. Power Girl slowly nodded and got the message. He didn't want her pity. To a certain degree, she could respect that. "But I've had time to grieve. I'm fine now." He tried to flash one of his stage-smiles.

If Power Girl was a normal person, she wouldn't have noticed a thing. But she wasn't normal. She could see the sadness and agony within that fake grin. Although, she respected his decision and didn't bring up his loss again.

Did he lose someone? Wonder Woman questioned. I wonder who, she thought. Although, she did feel a bit sympathetic for him. She knew what it was like to lose someone. It was never easy. Her mind then flashed to what she watched him do.

He killed a man. That's all most people in man's world needed to hear before they became horrified. That person would be branded a murderer and as a potential psychopath. But Wonder Woman knew differently. Due to her upbringing as an Amazon Warrior, she knew that in battle, death was inevitable and Wonder Woman enjoyed battle. Hell, she loved it. More than perhaps anything. While she did love to fight and love to participate in battles, she didn't love killing. No, but she knew it was necessary.

She saw killing a madman little more than putting down an injured animal. This man, if what he said was true, said that he was not going to stop. He was a madman. Wonder Woman saw that clear as day. She did not need Athena's intelligence to see that. If killing this man brought the peace of many others then Wonder Woman would have done the deed herself. But while she was a realist, she was also hopeful.

She had a saying: _"Don't kill if you can wound, don't wound if you can subdue, don't subdue if you can pacify, and don't raise your hand at all until you've first extended it."_

Wonder Woman lived by that every day since arriving on man's world. But now, she was having trouble believing it. Even now, after having lived on man's world for more than four years now, her warrior training was still screaming at her at to not spare her enemies... Hera, if Artemis could see her now... she would never hear the end of it. She was sure her friend and teacher, would be scorning her for her soft outlook.

Sighing, the woman walked over and decided to greet this warrior that had seem to earn Power Girl's affection. Which was no small feat, Wonder Woman was sure. Walking up to him, she held out her hand and smiled.

"Hello, warrior, my name is Diana of Themyscria. I don't believe we have properly met." She said. Which was true.

They only had seen each other in passing events. Like when she and the Justice League arrived to stop Zombozo and when Ben was invited to the Justice League for a meeting. But even then, she hadn't spoken a word to him.

She had seen many human warriors, but this one was different in a lot of ways.

The man was a tall and substantially muscular brunette with spiky hair, a single bang hanging over the front of his emerald-green eyes. His face was, she might dare say, beautiful. Bright green eyes, high cheekbones, clean-shaven face - not a strand of hair to be seen - pronounced eyebrows and thin lips.

He was, surprisingly, dressed in an ornate dark Armani suit with a white dress shirt, black coat, and a black-tie and black dress shoes. She wasn't sure what to take from his appearance.

He was not emitting any aura of hostility at all. He had no presence. He was there and yet not there at all.

Did that make sense?

To her, it didn't. Even the Greek deities had presences, in fact, they seemed hell-bent on showing as much of their presences as possible. This man was different, though...

"Hello, beautiful. My name is Ben Tennyson. Though, you already know that."

Diana blushed at the approval in his voice and tried to give him a dirty look, but his beautiful green eyes distracted her from her anger.

Power Girl watched the exchange with interest. Ben just gave her his real name. Most people in the hero business would be more conservative and only give an alias at most. But not him. Even now, Power Girl was still having trouble deciphering the mystery that was Ben Tennyson.

She watched as the two warriors engaged in a staredown. Diana stood tall and stoic. Ben stood tall, a bit taller than her and he had this confident aura around him. He radiated nothing but casual confidence. Although, there was something else. His body posture suggested calmness, confidence, and natural dominance. Karen wondered if Diana picked up on it. She, herself had surely picked on it when they first met. Though, judging by the fact that Diana was the one who initiated the staredown, she no doubt took notice.

Both instantly took note that the other had the eyes of a warrior, and both instinctively drew themselves larger and taller, as a sign of dominance.

Ben stared into her eyes before he gave her a look down and he scanned her entire form.

Wonder Woman was stunning and beautiful in every sense of the two words with long black hair and blue eyes, and her slightly tanned skin. Ben could see that now. She had a well-toned feminine build that sported a perfect voluptuous, yet hourglass figure with huge breasts that somehow defied gravity and showed absolutely no signs of sagging. The red fabric of her armor tightly clung to her warrior-like midriff, stretching outwards to accommodate a set of wide hips. The star-spangled base of her armor did little to hide away the heavy globes of her huge, heart-shaped behind, but it did stop high enough to reveal her thick womanly thighs and long, toned legs.

Overall, she was a very beautiful woman that seemed to a goddess in human form. But judging by the fact that she was created by the Gods... it shouldn't surprise anyone. Ben couldn't help but stare for a few seconds. However, it didn't seem like Wonder Woman cared. She was used to it, as was Power Girl. They were both incredibly gorgeous women that had members of the opposite sex and occasionally even the sex ogling her everywhere they went. They long ago learned not to take it as offensive, and to take it as a compliment.

Wonder Woman herself had to admit, he was very attractive. One of the most attractive men she had ever had the pleasure of setting her gaze on. Perhaps, THE most attractive man she had ever seen...

"I assume since you aren't either attacking me or berating me, that you don't have any problem with what I did?" Ben inquired. He had to give her credit; Diana barely reacted to his charm. He had gotten many girls enthralled with that smile instantly. Now, all he got was a small smile and a minor blush. He could tell she interested, but not overly. Like she was trying to keep him at arm's length. She was taught to strengthen herself against seduction, he noticed.

Not bad, he thought.

"My people believe in... an eye-for-an-eye, in a sense." It was true. The Amazons did believe in such methods. After all, her people weren't always merciful, loving creatures. No, they were warriors with a sense of undying loyalty to the gods. "I can tell he was killing people by absorbing their life-force. You killed him by absorbing his life-force," Diana pointed out harmlessly.

That he did. But what she didn't know, was that he destroyed his soul, not even allowing the man to enter the afterlife. No eternity in Purgatory was what this cockhole deserved. Hell was too good for him. There was no chance Heaven was taking that bastard. So Purgatory would have to take him. Sucks to be him, Ben thought, but that was what he deserved; living an eternity with monsters just as evil and corrupted as he was.

"He was a piece of trash that would have killed again if given the chance. I have no doubt he would've been given the opportunity. By sending him to jail, all we would have given this world was stalled time. Sooner, or later, he would have busted out of jail and killed again." It was true. Ben knew it, Power Girl knew it, and Wonder Woman knew it.

For murdering over a hundred people in one day, that meant an instant death-penalty on Krypton. If someone would have pulled the same on Themyscira, they would have been put to the sword. Privately, both the two women thought he was doing them a favor.

"You're not like the other humans here," Diana observed, wonder shining in her eyes. "You're truly a warrior."

"Fighting is all I have," he said, gazing into her blue eyes. "I rather use my talents for something good... than turn out like something like him," he admitted.

"You don't have what it takes to become something like him," Power Girl stated with certainty. "You're different."

Ben turned to her and chuckled bitterly. "I wouldn't be so sure," he said cryptically.

Before anyone of the two women could comment further, a green light burst from his body and he was gone in a blue and white streak. A draft of wind assaulted them and they blew backward. Although, neither of them blinked either. Both of them could surely keep up with him. Without trouble, mind you. They both fought with Flash, the fastest man on the planet on a daily basis and he was much faster than Ben's alien speedster form. It was still certainly impressive. Power Girl doubted there were many that could keep pace with him.

* * *

**That's the end of that. I hope you all enjoyed this long-awaited chapter. **


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